Execution Version







 





AMENDED AND RESTATED VOTING AGREEMENT


 


THIS AMENDED AND RESTATED
VOTING AGREEMENT (this “Agreement”) is entered into on April 7, 2014 by and among Integrated Drilling Equipment
Holdings Corp., a Delaware corporation (the “Company”), Empeiria Investors LLC, a Delaware limited liability
company (the “Sponsor”), Stephen D. Cope (“Cope”), the undersigned parties listed under Holder
on the signature page hereto (the “IDE Holders”) and the other parties that execute this Agreement or joinders
hereto from time to time.


 


RECITALS


 


WHEREAS, the Sponsor
holds shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”);


 


WHEREAS, the IDE Holders
held shares of common stock of Integrated Drilling Equipment Holdings Company, Inc., a Delaware corporation (“IDE”);


 


WHEREAS, the Company,
IDE Acquisition Co., LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”),
IDE and Cope are parties to that certain Agreement and Plan of Merger dated October 19, 2012 (the “Merger Agreement”),
pursuant to which IDE was merged with and into Merger Sub (the “Merger”), with Merger Sub surviving the Merger;


 


WHEREAS, in connection
with the Merger, Cope and the IDE Holders acquired the Common Stock set forth on Schedule 1;


 


WHEREAS, the parties
hereto entered into that certain Voting Agreement, dated as of December 14, 2012 (the “Original Voting Agreement”)
for the purpose, among others, of (a) assuring continuity in the management of the Company and (b) protecting the Company’s
business interests;


 


WHEREAS, each IDE Holder
acknowledges that it agreed to enter into the Original Voting Agreement in order to induce the Company to enter into, and as a
condition to the consummation of the transactions contemplated by, the Merger Agreement; and


 


WHEREAS, the Company
acknowledges that it relied on each IDE Holder’s entry into the Original Voting Agreement in agreeing to enter into the Merger
Agreement and to consummate the transactions contemplated thereby.


 


WHEREAS, the parties
hereto now desire to amend and restate the Original Voting Agreement pursuant to Section 5.01 of the Original Voting Agreement
as set forth herein. This Agreement shall become effective upon the termination of Cope’s employment as Chief Executive Officer
of the Company.


 


NOW, THEREFORE, in
consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 




    	 



    	 



    

  


ARTICLE
1

DEFINITIONS


 


As used in this Agreement,
the following additional terms, not defined elsewhere, have the meanings herein specified:


 


“Agreement”
has the meaning set forth in the preamble hereto.


 


“Board of
Directors” means the Board of Directors of the Company.


 


“Common Stock”
has the meaning set forth in the recitals hereto.


 


“Company”
has the meaning set forth in the preamble hereto.


 


“Cope”
has the meaning set forth in the preamble hereto.


 


“Electronic
Delivery” has the meaning set forth in Section 5.16.


 


“IDE Holders”
has the meaning set forth in the preamble hereto.


 


“IDE Individuals”
means Cope, Richard Dodson and Eric Storm.


 


“IDE Parties’
Nominees” has the meaning set forth in Section 2.1.


 


“IDE Party”
means (a) each IDE Holder and (b) each direct or indirect transferee of the Common Stock held by any IDE Individual as of the date
hereof, other than any such transferee receiving such Common Stock following a transfer of such Common Stock in a Public Sale.


 


“Merger”
has the meaning set forth in the Recitals.


 


“Merger Agreement”
has the meaning set forth in the Recitals.


 


“Merger Sub”
has the meaning set forth in the Recitals.


 


“Original
Voting Agreement” has the meaning set forth in the Recitals.


 


“Person”
means an individual, a partnership, a corporation, a limited liability company, an unlimited liability company, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization, any other entity, a governmental entity or any
department, agency or political subdivision thereof.


 


“Public Sale”
means any sale of Common Stock pursuant to an underwritten registered public offering under the Securities Act or any sale pursuant
to Rule 144 promulgated under the Securities Act.


 


“Rig Parts”
means oil and gas rig parts, components or systems including, without limitation, (a) complete drilling rig packages and (b) any
other component parts designed, engineered, manufactured, produced or fabricated by IDE or any of its subsidiaries prior to the
date hereof.


 




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“Restricted
Period” means the period beginning on the date hereof and ending on the fifth anniversary hereof.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Sponsor”
has the meaning set forth in the preamble hereto.


 


“Sponsor Individuals”
means each of Barry Brigman, Michael Dion, Joseph Fong, Alan Menkes, James Mills and Keith Oster.


 


“Sponsor Parties’
Nominees” has the meaning set forth in Section 2.1.


 


“Sponsor Party”
means (a) the Sponsor, (b) each Sponsor Individual that is a transferee of the Common Stock held by Sponsor as of the date and
(c) each direct and indirect transferee of a Sponsor Individual with respect to Common Stock held by the Sponsor as of the date
hereof, other than, with respect to clauses (b) and (c), any such transferee receiving such Common Stock following a transfer of
such Common Stock in a Public Sale.


 


ARTICLE
2

VOTING MATTERS


 


2.01         Board
Composition. The IDE Parties shall have the right to nominate a total of two directors for election to the Board of Directors,
one in each of Class I and Class II (the “IDE Holders’ Nominees”). The Sponsor Parties shall have the
right to nominate a total of two directors for election to the Board of Directors, each of which shall be in Class I (the “Sponsor’s
Nominees”). The IDE Holders’ Nominees and the Sponsor’s Nominees shall each nominate an independent director
to serve on the Board of Directors in Class II (each, an “Independent Nominee”). Each Independent Nominee shall
satisfy the independence tests set forth in Rule 303A of the NYSE Listed Company Manual. The IDE Parties’ initial Class
I nominee shall be Stephen Cope and the IDE Parties’ initial Class II nominee shall be Richard Dodson. The Sponsor Parties’
initial nominees shall be Alan Menkes and James Mills. The IDE Parties, on the one hand, and the Sponsor Parties, on the other
hand, shall provide notice of their respective nominees at least 10 business days prior to any meeting of the Company’s stockholders
at which the Board of Directors (or any portion thereof) is to be elected.


 


2.02         Agreement
to Vote. The IDE Parties and the Sponsor Parties agree to vote all of their respective Common Shares in any election of directors
for such nominees designated pursuant to this Article 2 or for removal of any director designated to be replaced by a party
nominating a director hereunder. Neither any IDE Party nor any Sponsor Party shall vote or consent to remove any director nominated
and elected pursuant to this Article 2 unless the party or parties entitled from time to time to nominate such director
shall consent to, approve and recommend such removal.


 




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2.03         Selection
of the Chief Executive Officer. In the event that the Board of Directors has not selected a Chief Executive Officer of the
Company to replace Cope (or any other individual serving as interim Chief Executive Officer following Cope’s resignation)
prior to the Termination Date (as defined in that certain Settlement Agreement and General Release, dated as of April 7, 2014,
among Cope and the Company) the matter shall be referred to the Compensation Committee. In order to elect a new Chief Executive
Officer, the parties hereto hereby agree that they shall vote for, and they shall cause their nominees to vote for, one of the
two Chief Executive Officer candidates recommended by the Compensation Committee; provided that in the event that none of such
candidates earn the votes of at least four of the members of the Board of Directors, a majority of the members of the Board of
Directors not serving on the Compensation Committee shall be deemed sufficient to elect one of the two candidates nominated by
the Compensation Committee and such members of the Board of Directors shall vote for one of the two candidates.


 


2.04         Chief
Executive Officer as Member of the Board of Directors. Notwithstanding Section 2.01 or Section 2.02 hereof, the
parties hereto hereby agree that they shall elect the current Chief Executive Officer of the Company as a member of the Board of
Directors for so long as he continues to serve as the Chief Executive Officer. Following the resignation, removal, death or disability
of the Chief Executive Officer, the Chief Executive Officer shall be replaced on the Board of Directors by the individual appointed
as the new Chief Executive Officer.


 


2.05         Compensation
Committee. The parties hereto hereby agree that the members of the Compensation Committee shall at all times be comprised solely
of independent directors, as that term is defined by the United States Securities and Exchange Commission.


 


ARTICLE
3

NONCOMPETITION


 


3.01         Noncompetition.
Cope agrees that, during the Restricted Period, he will not conduct, engage or participate in any manner in (i) the sale, manufacture,
assembly, production, design, repair or refurbishment of oil and gas rig parts or (ii) any other business conducted or carried
on by the Company during the twelve month period prior to the date hereof in any capacity. For purposes of this paragraph, oil
and gas rig parts shall include, but not be limited to: complete drilling rig packages and any other component part designed, engineered,
manufactured, produced or fabricated by the Company prior to the termination date and will include, but not be limited to, mast,
substructures, drawworks, SCR drive systems, VFD drive systems, mud tanks, fuel/water tanks, walking/skidding systems, drilling
controls and software and hydraulic power packs and systems. Standalone, third party manufactured products that are purchased as
buy-out items by the Company, such as top drive drilling systems, engine/ generator package systems, automated cat walks, mud conditioning
equipment, solids control and similar type equipment shall not be included as oil and gas rig parts for purposes of this paragraph
unless they compete with similar products and services offered by the Company during the 12 month period prior to the date hereof.


 


3.02         Nonsolicitation.
During the Restricted Period, Cope shall not, directly or indirectly, (a) cause, induce or encourage any customer of the Company
or any Company Subsidiary or any other Person who has a material business relationship with the Company or any Company Subsidiary
to terminate or modify any such relationship or (b) solicit any customer of the Company or any Company Subsidiary for sales of
products or services within the Restricted Territory that compete with the Restricted Business.


 




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3.03         Acknowledgement.
Cope acknowledges that a violation of the foregoing provisions of this Article 3 would cause irreparable harm to the Company
and its subsidiaries, and that the Company’s remedy at law for any such violation would be inadequate. In recognition of
the foregoing, in addition to any other relief afforded by law or this Agreement, including damages sustained by a breach of this
Agreement, and without the necessity or proof of actual damages or the posting of a bond, the Company will have the right to enforce
this Article 3 by specific equitable remedies, which will include temporary and permanent injunctions, it being the
understanding of the parties hereto that damages, the forfeitures described above and injunctions will all be proper modes of relief
and are not to be considered as alternative remedies.


 


3.04         Reformation.
If a court at any time determines that any restriction or limitation in this Article 3 is unreasonable or unenforceable,
it will be deemed amended so as to provide the maximum protection to the Company and be deemed reasonable and enforceable by the
court.


 


ARTICLE
4

TERMINATION OF AGREEMENT


 


4.01         Termination.
This Agreement shall automatically terminate upon the earlier of (a) the affirmative vote of (i) the Sponsor Parties holding
at least fifty-one percent (51%) of the shares of Common Stock subject to this Agreement plus (ii) the affirmative vote of IDE
Parties holding at least fifty-one percent (51%) of the shares of Common Stock subject to this Agreement and (b) the date upon
which the Sponsor, the Sponsor Individuals and the IDE Individuals, taken together, hold less than 25% of the Common Stock.


 


ARTICLE
5

MISCELLANEOUS PROVISIONS


 


5.01         Amendments.
Other than as provided in Section 4.1, this Agreement may be amended, modified or revoked in whole or in part only by a
writing signed by (a) the Sponsor Parties holding at least fifty-one percent (51%) of the shares of Common Stock subject to this
Agreement, (b) the affirmative vote of IDE Parties holding at least fifty-one percent (51%) of the shares of Common Stock subject
to this Agreement and (c) the Company.


 


5.02         Spousal
Consent. If a particular IDE Holder or Sponsor Holder is an individual, such Person’s spouse as of the date of entry
into this Agreement or joinder hereof, if any, has executed a Spousal Consent and Proxy in the form attached hereto as Exhibit
A.


 


5.03         Prevailing
Party. In the event of a dispute between any of the parties with respect to obligations under this Agreement, the prevailing
party in any action or proceeding in any court or arbitration in connection therewith will be entitled to recover from such other
party its costs and expenses, including, without limitation, reasonable legal fees and associated court costs.


 




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5.04         Notices.
All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given (a) when personally delivered, (b) when transmitted via telecopy (or other
facsimile device) to the number set forth under the recipient’s name on the signature pages hereto (with written confirmation
of receipt), (c) the day following the day (except if not a business day then the next business day) on which the same has been
delivered prepaid to a reputable national overnight air courier service or (d) the third business day following the day on which
the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective
parties, will be sent to the applicable address set forth under the recipient’s name on the signature pages hereto, unless
another address has been previously specified in writing.


 


5.05         Assignment.
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder
may be assigned or delegated by any party without the prior written consent of the other parties. Each Sponsor Party and each IDE
Holder Party will cause their respective transferees of Common Stock held as of the date hereof (other than transferees pursuant
to a Public Sale) to, prior to consummating any such transfer, execute a written joinder hereto, including an agreement to be bound
by Article 2 and this Section 5.05.


 


5.06         Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement, and the parties will amend or otherwise modify this Agreement to replace any prohibited or invalid
provision with an effective and valid provision that gives effect to the intent of the parties to the maximum extent permitted
by applicable law.


 


5.07         No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rule of strict construction will be applied against any Person.


 


5.08         Waiver.
No waiver of any provision hereunder or any breach or default thereof will extend to or affect in any way any other provision or
prior or subsequent breach or default.


 


5.09         Inducement;
Reliance. Each party hereto acknowledges that (a) it has agreed to enter into this Agreement, the other agreements contemplated
to the Merger Agreement and, with respect to the Company and Cope, the Merger Agreement in order to induce each other party to
enter into, and as a condition to, the Merger Agreement and the other agreements contemplated thereby, and the transactions contemplated
thereby, and (b) it is relying on the other parties’ entries into this Agreement, the other agreements contemplated by the
Merger Agreement, and, where applicable the Merger Agreement, in agreeing to enter into this Agreement and such other agreements


 


5.10         Counterparts.
This Agreement may be executed in multiple counterparts (including by means of telecopied signature pages or electronic transmission
in portable document format (pdf)), any one of which need not contain the signatures of more than one party, but all such counterparts
taken together will constitute one and the same instrument.


 




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5.11         Unified
Position. The IDE Parties, on the one hand, and the Sponsor Parties, on the other hand, must adopt a single, unified position
between themselves in taking any action under this Agreement or otherwise with respect to any matter arising under this Agreement.


 


5.12         Governing
Law. All matters (including any and all claims) arising out of or relating to the interpretation, construction, validity or
enforcement of this Agreement and the transactions contemplated hereby will be governed by and construed in accordance with the
domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State
of New York.


 


5.13         Consent
to Jurisdiction and Service of Process. The parties to this Agreement submit to the exclusive jurisdiction of the state courts
located in the Borough of Manhattan, New York, New York or the courts of the United States located in the Borough of Manhattan,
New York, New York in respect of the interpretation and enforcement of the provisions of this Agreement and any related agreement,
certificate or other document delivered in connection herewith and by this Agreement waive, and agree not to assert, any defense
in any action for the interpretation or enforcement of this Agreement and any related agreement, certificate or other document
delivered in connection herewith, that they are not subject thereto or that such action may not be brought or is not maintainable
in such courts or that this Agreement may not be enforced in or by such courts or that their property is exempt or immune from
execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper. Service of process
with respect thereto may be made upon any party by mailing a copy thereof by registered or certified mail, postage prepaid, to
such party at its address as described in Section 5.04. Each of the parties hereto agrees that a judgment in any dispute
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


5.14         Waiver
of Jury Trial. Each party hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely
to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right
such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement
or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation,
seek to enforce the foregoing waiver, (b) each such party understands and has considered the implications of this waiver, (c) each
such party makes this waiver voluntarily, and (d) each such party has been induced to enter into this agreement by, among other
things, the mutual waivers and certifications in this Section 5.14.


 


5.15         No
Third Party Beneficiaries. No Person other than the parties hereto will have any rights, remedies, obligations or benefits
under any provision of this Agreement.


 





5.16         Electronic
Delivery. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic
Delivery”), will be treated in all manner and respects as an original agreement or instrument and will be considered
to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of
any party hereto or to any such agreement or instrument, each other party hereto or thereto will re execute original forms thereof
and deliver them to all other parties. No party hereto or to any such agreement or instrument will raise the use of Electronic
Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense,
except to the extent such defense related to lack of authenticity.


 


* * *


 




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IN WITNESS WHEREOF,
the parties have caused this Amended and Restated Voting Agreement to be executed, by their duly authorized officers or agents
where applicable, as of the same day and year first above written.





 


	 	INTEGRATED DRILLING EQUIPMENT HOLDINGS CORP.
	 	 
	 	By:  	/s/ Michael Dion
	 	 	Name:  Michael Dion
	 	 	Title:  Chief Financial Officer
	 	 	 
	 	EMPEIRIA INVESTORS LLC
	 	 	 
	 	By: 	/s/ Alan B. Menkes
	 	 	Name:  Alan B. Menkes
	 	 	Title:  Authorized Agent
	 	 	 
	 	/s/ Stephen D. Cope
	 	Stephen D. Cope
	 	 	 
	 	IDE HOLDERS:
	 	 	 
	 	/s/ Stephen D. Cope
	 	Name:  Stephen D. Cope
	 	 	 
	 	 	 
	 	Name:  Ronald Moreau
	 	 	 
	 	 	 
	 	Name:  Eric Storm
	 	 	 
	 	 	 
	 	Name:  Richard Dodson
	 	 	 
	 	 	 
	 	Name:  Jeff Sweet





 


Signature Page to Amended and Restated
Voting Agreement


 






    	 



    	 



    

 





	 	 
	 	Name:  Vicki L. Cope
	 	 
	 	 
	 	Name:  Lauren A. Little
	 	 
	 	 
	 	Name:  Bruce Burnham
	 	 
	 	 
	 	Name:  Greg Kimbrough
	 	 
	 	 
	 	SDC Management Services, LLC
	 	 
	 	By:  	/s/ Stephen D. Cope
	 	Name:  Stephen D. Cope
	 	Title:  Authorized Officer


  


Signature Page to Amended and Restated
Voting Agreement


 




    	 



    	 



    

 


EXHIBIT A


  


FORM OF SPOUSAL CONSENT AND PROXY


 


The undersigned, being
the spouse of [•], party as a Holder to that certain Amended and Restated Voting Agreement (the “Agreement”),
dated April [•], 2014, by and among Integrated Drilling Equipment Holdings Corp., Empeiria Investors LLC, Stephen Cope and
the Holders (as defined therein), hereby executes this Spousal Consent and Proxy for the purpose of consenting to the foregoing
Agreement and binding any community property interest or marital property interest that he or she may have in any of the Common
Stock. By execution hereof, the undersigned represents and warrants that he or she has read the foregoing Agreement and consents
to its terms.


 


Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.


 


Date: April [•], 2014


  


	 	 	 
	 	 	 
	 	Name:	 


  




    	 



    	 



    

 


Schedule 1


 


IDE Holders’ Common Stock





 


	Name	 	Number of Shares Held
	Stephen D. Cope	 	5,065
	Ronald Moreau	 	1,375
	Eric Storm	 	863
	Richard Dodson	 	500
	Jeff Sweet	 	412
	Kelly P. Cope	 	155
	Stephen K. Cope	 	155
	Vicki L. Cope	 	155
	Lauren A. Little	 	155
	SDC Management Services, LLC	 	65
	Bruce Burnham	 	50
	Greg Kimbrough	 	50