FORM OF SHAREHOLDERS' AGREEMENT


     

     

      
        

      

    

    
 

     

     

     

     

      


     

     

    
 

     

    (1)
      Challenger Group Limited 

     

     

     

    (2)
      MENA Oil Drilling Company Limited

     

    


     

    (3)
      Venture Capital Bank B.S.C.(c)

     

    


     

    (4)
      the Individuals listed on Schedule 2 hereof

     

    


     

    (5)
      Bronco MENA Investments LLC

     

    


     

    -and-

     

    


     

    (6)
      Challenger Limited

     

    
 

     

    


    


    


    


    
      	 	
               

              SHAREHOLDERS’
                AGREEMENT

              relating
                to

              Challenger
                Limited

            	 


    

    


    


     

    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    CONTENTS

     

    1. DEFINITIONS

     

    2. COMPLETION

     

    3. MANAGEMENT
      OF THE COMPANY

     

    4. BOARD
      OF DIRECTORS

     

    5. BUDGETS
      AND INFORMATION

     

    6. MATTERS
      REQUIRING CONSENT

     

    7. WORKING
      CAPITAL

     

    8. COVENANTS
      BY THE COMPANY

     

    9. DISTRIBUTION
      POLICY

     

    10. PREEMPTIVE
      RIGHTS

     

    11. TRANSFER
      OF SHARES

     

    12. TAG-ALONG

     

    13. DRAG-ALONG

     

    14. DEEMED
      SALE NOTICES

     

    15. CHANGE
      OF CONTROL OF CHALLENGER GROUP

     

    16. THE
      OPTION PLAN

     

    17. REGISTRATION
      RIGHTS

     

    18. TERMINATION

     

    19. CONFIDENTIALITY

     

    20. ADDITIONAL
      COVENANTS BY THE PARTIES

     

    21. REPRESENTATIONS
      AND WARRANTIES

     

    22. TERMINATION
      OF EXISTING AGREEMENTS

     

    23. NO
      PARTNERSHIP

     

    24. ASSIGNMENT

     

    25. AMENDMENT
      AND WAIVER

     

    26. NOTICES

     

    27. INVALIDITY

     

    28. EXECUTION

     

    29. COSTS

     

    30. ENTIRE
      AGREEMENT

     

    31. THIRD
      PARTY RIGHTS

     

    32. GOVERNING
      LAW AND ARBITRATION

     

    33. OBLIGATION
      OF FAMILY MEMBERS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    THIS
      SHAREHOLDERS’ AGREEMENT (this
      “Agreement”)
      is
      made as a deed on November [],
      2007.

     

    BETWEEN
      

     

    (1)  CHALLENGER
      GROUP LIMITED,
      registered in Bermuda under company number 38486, whose registered office is
      at
      Clarendon House, 2 Church Street, P.O. Box HM 1022, Hamilton HM DX, Bermuda
      (“Challenger
      Group”);

     

    (2)  THE
      INDIVIDUALS
      whose
      names are set forth on Schedule 2 hereof (the “Family
      Members”);

     

    (3)  MENA
      OIL DRILLING COMPANY LIMITED,
      registered in the Isle of Man under company number 118091C, whose registered
      office is at Skanco Court, Cooil Road, Braddan, Isle of Man IM2 2SR
      (“MENA
      Company”);
      

     

    (4)  VENTURE
      CAPITAL BANK B.S.C.(C),
      a
      closed joint stock company incorporated under the laws of the Kingdom
      of
      Bahrain, whose registered office is at P.O. Box 11755, Manama, Kingdom of
      Bahrain (the “VC
      Bank,”
and
      together with MENA Company, “MENA”);
      

     

    (5)  BRONCO
      MENA INVESTMENTS LLC,
      a
      limited liability company organized under the laws of the State of Delaware,
      United States of America, whose office is at 16217 N. May Avenue, Oklahoma
      City,
      Oklahoma, 73013, United States of America (“Bronco”);
      and

     

    (6)  CHALLENGER
      LIMITED,
      a
      company registered in the Isle of Man under company number 55967, with
      registered office at 2nd Floor, Sixty Circular Road, Douglas, Isle of Man IMI
      1SA (the “Company”).

     

    BACKGROUND

     

           
A.
       The Company is a private limited company registered by shares.


     

    B. Challenger
      Group, MENA Company and VC Bank held Shares in the Company prior to the entering
      into of this Agreement and shall continue to hold Shares in the Company in
      accordance with Schedule 1.

     

    C. The
      Family Members, MENA Company and the Company have entered into a Shareholders’
Agreement dated 20 October 2006 (the “Original
      Agreement”)
      governing their relationship as shareholders in the Company. 

     

    D.
       Bronco
      has agreed to subscribe for new Shares in the Company upon terms and subject
      to
      the conditions set out in the Subscription Agreement to be entered into on
      or
      prior to the date of this Agreement.

     

    E. It
      is a
      condition to the completion of the subscription of the Shares pursuant to the
      Subscription Agreement that the Existing Shareholders and the Family Members
      terminate the Original Agreement, and certain other agreements between the
      parties, and that the Existing Shareholders, the Family Members and the Company
      enter into this Agreement with Bronco.

     

    F. The
      Company, the Existing Shareholders, the Family Members and Bronco wish to
      organise their relationship as shareholders of the Company upon and subject
      to
      the terms and conditions set forth in this Agreement. 

     

    
      	1.  	
              DEFINITIONS

            


    

     

            1.1
      In this Agreement unless the context requires otherwise:

     

    “Affiliate”
of
      a
      person means (i) a person that, directly or indirectly, through one or more
      intermediaries, controls or is controlled by or is controlled by a person that
      controls, such person, (ii) any trust or estate in which such person has a
      beneficial interest or as to which such person serves as a trustee or in another
      fiduciary capacity, or (ii) any spouse, parent or lineal descendent of such
      person. As used in this definition, “control” means possession, directly or
      indirectly, of the power to direct or cause the direction of management or
      policies, whether through ownership of securities, partnership or other
      ownership interests, by contract or otherwise.

     

    “Ancillary
      Agreements”
means
      the Subscription Agreement, the Repurchase Agreement, the Services Agreement,
      the Consulting Agreement, and any other document contemplated thereby, with
      the
      exception of this Agreement.

     

    “BD
      Director(s)”
means
      one or more Directors designated by Bronco in accordance with clause
4.

     

    “Board”
means
      the board of directors of the Company from time to time.

     

    “Business”
means
      the business of providing contract oil and gas land drilling and workover
      services, and any other lawful business operations, carried on by the
      Company.

     

    “Business
      Day”
means
      a
      day on which clearing banks are open for business in the Isle of Man, the
      Kingdom of Bahrain and banking institutions are open for business in Oklahoma
      City, Oklahoma.

     

    “CG
      Director(s)”
means
      one or more Directors designated by Challenger Group in accordance with clause
      4.

     

    “Compensation
      Committee”
means
      the committee of the Board established in accordance with clause 4.11.

     

    “Consulting
      Agreement” means
      that certain Management Services Agreement to be entered into on or prior to
      the
      date of this Agreement by and between an Affiliate of Bronco and the Company
      in
      relation to the management and operation of the Company.

     

    “Controlling
      Interest”
in
      relation to a person, means the ownership by that person and his or its
      Affiliates of Shares carrying the right to more than fifty percent (50%) of
      the
      total number of votes which may be cast at a general meeting of the shareholders
      of the Company.

     

    “Completion” means
      the
      date on which each of the conditions set forth in clause 2
      have
      been satisfied or waived by the appropriate party hereto.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Directors” means
      the
      members of the Board and “Director”
means
      any one of them.

     

    “Electronic
      Transmission”
means
      a
      form of communication that (i) does not directly involve the physical
      transmission of paper, (ii) creates a record that may be retained, retrieved,
      and reviewed by the recipient, and (iii) may be directly reproduced in paper
      form by the recipient through an automated process.

     

    “Existing
      Shareholders”
means
      Challenger Group, MENA Company, and VC Bank.

     

    “Existing
      Shares”
means
      the Shares in the Company held by the Existing Shareholders immediately prior
      to
      the consummation of the transactions contemplated by the Subscription Agreement
      and the Repurchase Agreement, as set forth on Schedule 1.

     

    “Family
      Members”
means
      the individuals set out in Schedule 2.

     

    “FCPA”
means
      the U.S. Foreign Corrupt Practices Act of 1977, as amended.

     

    "Government
      Official"
      means
      (i) any official or employee or agent of any government (including, but not
      limited, to the government of Libya) or any federal, regional or local
      department, agency, state-owned or otherwise controlled enterprise or
      corporation, or other instrumentality thereof, (ii) any official or employee
      or
      agent of a public international organization, or (iii) any official or employee
      or agent of a political party or candidate for political office.

     

    “Group”
means
      the Company and its subsidiaries (if any) from time to time and as set out
      in
      the corporate structure at Schedule 3.

     

    “MOD
      Director(s)”
means
      one or more Directors designated by MENA Company in accordance with clause
      4.1.

     

    “Option
      Plan”
means
      the customary stock option plan to be adopted by the Company pursuant to clause
      16.

     

    “person”
means
      any individual, corporation (including any non-profit corporation), general
      or
      limited partnership, limited liability partnership or company, firm, joint
      venture, association, joint-stock company, estate, trust, unincorporated
      organization, entity, labor union or other governmental or regulatory body
      or
      entity, whether foreign or domestic.

     

    "Policy"
      means
      the Company’s policy on ethical business practices and compliance with all
      applicable anti-bribery and corruption laws and regulations, as amended from
      time to time.

     

    “Repurchase”
means
      the use of Bronco’s cash contribution pursuant to the Subscription Agreement to
      fund a pro rata repurchase pursuant to the Repurchase Agreement of certain
      of
      the Existing Shares held by the Existing Shareholders in accordance with
      Schedule 1.

     

    “Repurchase
      Agreement”
means
      that certain Repurchase Agreement to be entered into on or prior to the date
      of
      this Agreement by and between Challenger Group, MENA Company, VC Bank and the
      Company in relation to the Repurchase.

     

    “Services
      Agreement” means
      that certain Master Services Agreement to be entered into on or prior to the
      date of this Agreement by and between an Affiliate of Bronco and the Company
      in
      relation to the operation of certain of the Company’s drilling
      rigs.

     

    “Shareholders”
means
      Challenger Group, MENA Company, VC Bank, and Bronco and such other investors
      who
      acquire or subscribe for Shares after the date of this Agreement. Except as
      otherwise provided herein, for purposes of this Agreement, MENA Company and
      VC
      Bank shall be treated as a single Shareholder. At the time any person ceases
      to
      hold any Shares, such person shall no longer be a Shareholder for the purposes
      of this Agreement.

     

    “Shares”
means
      the shares of capital stock of the Company.

     

    “Shari’ah
      Compliant”
means
      compliant with the principles of Shari’ah law as determined by the Shari’ah
      Supervisory Board of VC Bank.

     

    “Subscription
      Agreement” means
      an
      agreement to be entered into on or prior to the date of this Agreement by and
      among Bronco, the Company, Challenger Group and the Family Members pursuant
      to
      which Bronco has agreed to subscribe for Shares.

     

    “Transfer”
means
      any sale, pledge, or other transfer, whether voluntary, involuntary, by gift,
      by
      operation of law, court order, or otherwise.

     

    1.2  Reference
      to any statute or statutory provision includes a reference to that statute
      or
      statutory provision as from time to time amended, extended or
      re-enacted.

     

    1.3  Reference
      to any gender includes the other genders and words denoting the singular include
      the plural and vice versa.

     

    1.4  Unless
      the context requires otherwise, reference to a clause, section, article,
      paragraph or schedule is to a clause, section, article, paragraph or schedule
      (as the case may be) of or to this Agreement. 

     

    1.5  The
      headings in this Agreement are for ease of reference only and shall not affect
      its construction or interpretation.

     

    1.6  Words
      and
      expressions defined in the Subscription Agreement shall have the same meaning
      when used in this Agreement.

     

    
      	2.  	
              COMPLETION

            


    

     

    Completion
      shall occur upon the Closing
      (as defined in the Subscription Agreement). 

     

    
      	3.  	
              MANAGEMENT
                OF THE COMPANY

            


    

     

    3.1  Each
      of
      the Shareholders agrees to take all necessary actions to ensure compliance
      with
      the provisions of this Agreement, including without limitation, to use its
      best
      efforts to cause the Directors designated by such Shareholder to be present
      at
      any and all Board meetings.

     

    3.2  Each
      of
      the Shareholders agrees that the Company shall enter into Ancillary Agreements
      as contemplated by the Subscription Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.3  The
      Shareholders agree that the Board shall have full power to perform any act
      in
      pursuance of the Business in accordance with the provisions hereof, subject
      to
      (a) the restrictions set out in the applicable law; (b) those matters set out
      in
      this Agreement which are expressly reserved to the decision of the
      Shareholders.

     

    
      	4.  	
              BOARD
                OF DIRECTORS 

            


    

     

    4.1  The
      business and affairs of the Company shall be managed by and under the
      supervision of the Board. Unless and until otherwise determined by the approval
      of all Shareholders, upon Completion the number of Directors shall be eight
      (8).
      Each of the Shareholders shall vote all of the Shares now or hereafter
      registered in its name in favor of and in order to (i) elect as Directors of
      the
      Company each of the persons designated by each of the other Shareholders in
      accordance with this clause 4.1,
      (ii) to
      continue to vote for the persons so designated from time to time by the other
      Shareholders, (iii) to remove any such person so designated by a Shareholder
      in
      accordance with the request of such Shareholder, and (iv) to elect any successor
      designated by such Shareholder upon the removal, resignation, or unavailability
      of any Director designated by any Shareholder in accordance with this clause
      4.1,
      from
      the date hereof until the termination of this Agreement. In furtherance of
      the
      foregoing, each Shareholder agrees to vote its Shares to promptly call a meeting
      of the Board and/or of the Shareholders of the Company as necessary to
      facilitate the prompt election or removal of Directors and to take or cause
      to
      be taken all such other actions as may be necessary or desirable to effect
      the
      intent of this provision as promptly as practicable. The provisions of this
      clause 4.1
      shall
      constitute the granting of proxies by each Shareholder to each other Shareholder
      for the purposes of ensuring compliance with the provisions of this clause
      4.1,
      which
      proxies are coupled with an interest and shall be irrevocable for the term
      of
      this Agreement. It is agreed and understood that monetary damages would not
      adequately compensate an injured party for the breach of this clause
4.1
      by any
      party, that this clause 4.1
      shall be
      specifically enforceable, and that any breach or threatened breach of this
      clause 4.1
      shall be
      the proper subject of a temporary or permanent injunction or restraining order.
      Further, each party hereto waives any claim or defense that there is an adequate
      remedy at law for such breach or threatened breach. The Shareholders shall
      be
      entitled to designate persons to serve as Directors as follows:

     

    MENA
      Company, and its successors and assigns to whom Shares held by MENA Company
      are
      Transferred pursuant to a Permitted Transfer, may collectively designate a
      total
      of two (2) persons to serve as Directors and their alternates by giving notice
      to the Company at its registered office. Such MOD Directors may be designated
      for removal as Directors by MENA Company by giving notice to the Company at
      its
      registered office and naming any other person whom MENA Company wishes to
      designate to replace such Director;

     

    Challenger
      Group, and its successors and assigns to whom Shares held by Challenger Group
      are Transferred pursuant to a Permitted Transfer, may collectively designate
      a
      total of four (4) persons to serve as Directors and their alternates by giving
      notice to the Company at its registered office. Such CG Directors may be
      designated for removal as Directors by Challenger Group by giving notice to
      the
      Company at its registered office and naming any other person whom Challenger
      Group wishes to designate to replace such Director; and

     

    Bronco,
      and its successors and assigns to whom Shares held by Bronco are Transferred
      pursuant to a Permitted Transfer, may collectively designate a total of two
      (2)
      persons to serve as Directors and their alternates by giving notice to the
      Company at its registered office. Such BD Directors may be designated for
      removal as Directors by Bronco by giving notice to the Company at its registered
      office and naming any other person whom Bronco wishes to designate to replace
      such Director.

     

    4.2  Any
      Shareholder designating for removal any Director(s) designated by it shall
      be
      responsible for, and shall indemnify the Company against, any claim by those
      Directors for unfair or wrongful dismissal arising out of his removal from
      office.

     

    4.3  The
      Company shall enter into an indemnification agreement with each of the Directors
      on or prior to the date of this Agreement. Such indemnification agreement shall
      indemnify and hold harmless each of the Directors against any liability, loss,
      damage, claim or expense (including reasonable and properly documented
      out-of-pocket legal fees and expenses) and fines or penalties of whatever nature
      arising out of or in connection with a Director’s activities as a member of the
      Board, except to the extent such liability, loss, damage, claim or expense
      is
      caused by the fraud, gross negligence or wilful misconduct of a
      Director.

     

    4.4  Board
      meetings shall be held not less than four (4) times a year, except that a
      Director may at any time call a Board meeting by giving at least seven (7)
      Business Days’ written notice to the Company and each other Director to enable
      the meeting to be convened. 

     

    4.5  The
      Board
      shall elect a Director to serve as chairman of the Board at all meetings of
      the
      Board. The Director elected as chairman of the Board shall not have any
      additional voting power by virtue of being elected chairman.

     

    4.6  All
      Board
      meetings shall be held at a location convenient to the Directors, acting
      reasonably.

     

    4.7  The
      quorum for holding Board meetings shall consist of three (3) Directors one
      of
      which shall be an MOD Director, one of which shall be a BD Director and one
      of
      which shall be a CG Director or their respective alternates.

     

    4.8  Any
      alternate Director may attend a meeting of the Board in lieu of any Director
      elected by the same Shareholder who elected such alternate
      Director.

     

    4.9  A
      resolution in writing (which may be on one or more identical documents) signed
      by all Directors shall be as valid and effective as if it had been passed at
      a
      duly convened Board meeting.

     

    4.10  Travel
      expenses and any other reasonable expenses incurred by the Directors or their
      alternates in attending meetings of the Board shall be reimbursed by the Company
      in accordance with the policies adopted by the Board from time to time.


     

    4.11  The
      Board
      shall establish a Compensation Committee. The Compensation Committee, and any
      other committees created by the Board, shall be comprised of at least three
      (3)
      Directors and each of MENA Company, Challenger Group and Bronco shall be
      entitled to appoint at least one of its Directors to serve on such committee.
      The Compensation Committee shall approve senior management’s compensation,
      review bonus plans and approve all equity awards pursuant to the Option Plan
      or
      otherwise. 

     

    4.12  The
      Company shall acquire and maintain key person life insurance (which shall be
      Shari’ah Compliant for as long as MENA is a Shareholder) on select senior
      management in an amount and on such other terms as are satisfactory to the
      Board. Any proceeds of such policies shall be payable to the Company and shall
      be used in any manner deemed
      appropriate by the Board.

     

    4.13  The
      rights of a Shareholder pursuant to this clause 4
      shall
      cease with respect to such Shareholder at such time as such Shareholder owns
      less than 5% of the issued and outstanding Shares of the Company.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	5.  	
              BUDGETS
                AND INFORMATION

            


    

     

    5.1  Information
      Rights.
      The
      Company shall:

     

    5.1.1  prepare
      and submit to each Shareholder, as soon as practicable, but in any event, within
      sixty (60) calendar days after the end of each fiscal year of the Company,
      consolidated balance sheets of the Company and its subsidiaries, as of the
      end
      of such fiscal year, and the consolidated statements of income and consolidated
      statements of cash flows of the Company and its subsidiaries for such year,
      prepared in accordance with International Financial Reporting Standards
      (“IFRS”),
      all
      in reasonable detail and audited by independent public accountants of
      international standing selected by the Company;

     

    5.1.2  prepare
      and submit to each Shareholder, as soon as practicable, but in any event, within
      thirty (30) calendar days after the end of each of the first three (3) quarters
      of each fiscal year of the Company, consolidated balance sheets of the Company
      and its subsidiaries as of the end of such quarter, and consolidated statements
      of income and consolidated statements of cash flows of the Company and its
      subsidiaries for such quarter, prepared in accordance with IFRS, all in
      reasonable detail and reviewed by independent accountants of international
      standing selected by the Company;

     

    5.1.3  prepare
      and submit to each Shareholder, as soon as practicable, but in any event, within
      thirty (30) calendar days after the end of each calendar month that is not
      a one
      of the four calendar months completing a quarter of each fiscal year of the
      Company, an unaudited consolidated statement of income for the Company and
      its
      subsidiaries as of the end of such month, and consolidated statements of income
      and consolidated statements of cash flows of the Company and its subsidiaries
      for such month, all in reasonable detail;

     

    5.1.4  prepare
      and submit to each Shareholder, as soon as practicable, but in any event, within
      thirty (30) calendar days after the end of each fiscal year of the Company,
      an
      annual review, a capital budget, and a business plan as approved by the Board
      for the Company’s next fiscal year, prepared on a monthly basis, including
      balance sheets and income statements for such months and, as soon as prepared,
      any other budgets or revised budgets prepared by the Company;

     

    5.1.5  prepare
      and submit to each Shareholder monthly executive summaries of the Company’s
      activities within thirty (30) days after the end of each month; 

     

    5.1.6  the
      financial statements called for in this clause 5.1
      shall
      include (i) an instrument executed by the President and Chief Financial Officer
      of the Company and certifying that such financial statements were prepared
      in
      accordance with IFRS consistently applied with prior practice for earlier
      periods (with the exception of footnotes that may be required by IFRS) and
      fairly present the financial condition of the Company and its results of
      operations on a consolidated basis for the period specified, subject to year-end
      audit adjustments, and (ii) a report of the Chief Financial Officer and
      President of the Company analyzing all material variations from the
      then-applicable operating plan from the corresponding period;

     

    5.1.7  supply
      such other financial information relating to the financial condition, business,
      prospects or corporate affairs of the Company as the Shareholder or any assignee
      of the Shareholder may from time to time request; and

     

    5.1.8  supply
      to
      each Shareholder within thirty (30) days of request such regular management
      and
      financial information as they may from time to time reasonably
      require.

     

    5.2  Visitation
      and Inspection.
      The
      Company shall permit each Shareholder, at such Shareholder’s expense, to visit
      and inspect the Company’s and its subsidiaries’ properties, to examine their
      books of account and records and to discuss the Company’s affairs, finances and
      accounts with its officers, all at such reasonable times as may be requested
      by
      a Shareholder. The provisions of this clause 5.2
      shall
      not be in limitation of any rights which any Shareholder may have with respect
      to the books and records of the Company and its subsidiaries, or to inspect
      their properties or discuss their affairs, finances or accounts, under
      applicable law.

     

    5.3  Audit
      Rights and Certifications.
      In the
      event that Bronco has a reasonable basis to believe that the Company or any
      of
      the Existing Shareholders have taken or failed to take any action in violation
      of the representations and warranties of the Company and the Existing
      Shareholders under this Agreement or that may otherwise subject Bronco or any
      of
      its Affiliates (or any of their officers, directors, employees or agents) to
      liability under the FCPA, Bronco shall have the right, upon written notice
      and
      at Bronco's expense, to conduct an investigation and audit of the Company or
      the
      Existing Shareholders. The Company and the Existing Shareholders shall cooperate
      fully with such investigation, provided that the investigation is reasonable
      in
      scope, method, nature and duration. At the request of Bronco, the Company and
      the Existing Shareholders shall provide, and cause each of its directors,
      officers, employees, agents, contractors or other representatives with direct
      involvement in the operations of the Company, a written certification of
      compliance with the Policy and any of the representations and warranties of
      the
      Company and the Existing Shareholders under this Agreement, in a form reasonably
      satisfactory to Bronco. 

     

    5.3.1  Disclosure
      Controls and Procedures.
      Within
      a reasonable period of time after the execution of this Agreement and prior
      to
      Completion, the Company shall (and the Shareholders shall cause the Company
      to):
      (a) establish and maintain disclosure controls and procedures designed to ensure
      that material information relating to the Company and its subsidiaries is made
      known to the Company’s management, including its principal executive officer and
      its principal financial officer or persons performing similar functions, to
      allow timely decisions regarding required disclosure; (b) establish and maintain
      a system of internal control over financial reporting under the supervisions
      of
      the Company's principal executive and financial officers sufficient to provide
      reasonable assurance regarding the reliability of the Company’s financial
      reporting and the preparation of the Company's financial statements for external
      purposes in accordance with IFRS, including, without limitation, policies and
      procedures that (i) pertain to maintenance of records that in reasonable detail
      accurately and fairly reflect the transactions and dispositions of the assets
      of
      the Company and its subsidiaries, (ii) provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with IFRS, and that receipts and expenditures of the
      Company and its subsidiaries are being made only in accordance with
      authorizations of management and directors of the Company, and (iii) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the Company's or its subsidiary’s assets that
      could have a material effect on the financial statements; (c) adopt and
      implement the Policy; (d) establish and maintain internal policies, procedures
      and controls that are reasonably designed to detect and deter violations of
      the
      laws and regulations preventing public or commercial bribery, and (e) adopt
      appropriate policies, procedures and controls to ensure that its agents,
      representatives and subcontractors understand and comply with the terms and
      conditions of the Policy and the abovementioned laws and regulations preventing
      public or commercial bribery. The policies, procedures and controls to be
      adopted by the Company shall satisfy international standards as determined
      by
      the auditors of Bronco. Specifically, the Policy to be adopted by the Company
      shall, at a minimum, include all such standards required to assure that Bronco
      complies with its obligations under the FCPA. The Company agrees to comply
      with
      the provisions of the Policy in connection with the acquisition, operation
      or
      maintenance of the Company’s assets and business, the transactions contemplated
      by this Agreement and by any of the Ancillary Agreements.

     

    
      	6.  	
              MATTERS
                REQUIRING CONSENT

            


    

     

    6.1  The
      Shareholders agree that, without the prior written consent of any two of
      Challenger Group, MENA Company, and Bronco (or at such time as only two of
      Challenger Group, MENA Company, and Bronco remain as Shareholders of the
      Company, both of the remaining parties), the Company shall not, except as
      contemplated herein or specifically approved pursuant to any Ancillary
      Agreement:

     

    6.1.1  change
      or
      alter any of the Company’s constitutional documents, including the memorandum
      and articles of association, this Agreement and the Ancillary
      Agreements;

     

    6.1.2  authorise
      the creation, issue or allotment of shares of any class having relative rights
      or preferences superior to or on a parity with the shares in the Company or
      grant any option, warrant, pre-emption or other right over any of the Company’s
      shares or any other security, except pursuant to the Option Plan;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.1.3  increase
      or decrease the registered or authorized share capital of the Company;


     

    6.1.4  purchase
      or redeem any shares of the Company, other than pursuant to the Repurchase
      or
      existing or future agreements between the Company and its officers, employees,
      directors or consultants that have been approved in accordance with this clause
      6.1,
      that
      provide for the repurchase of Shares upon the occurrence of certain events,
      such
      as termination of services; 

     

    6.1.5  take
      any
      action that reclassifies any outstanding Shares into shares having preferences
      superior to or on parity with the other shares in the Company; 

     

    6.1.6  transact
      a Deemed Liquidation (as defined herein) or other transaction in which fifty
      percent or more of the voting power of the Company is transferred;

     

    6.1.7  appoint
      or remove any directors or officers other than in accordance with this Agreement
      or decrease or increase the Board beyond the numbers provided for in this
      Agreement;

     

    6.1.8  cease
      to
      carry on the Business or make any material change in the nature of the
      Business;

     

    6.1.9  do
      or
      permit or suffer to be done any act or thing whereby the Company may be wound
      up
      (whether voluntarily or compulsorily);

     

    6.1.10  liquidate
      or dissolve the Company; 

     

    6.1.11  declare
      or pay any dividend or otherwise make any distribution on account of any of
      the
      Company’s shares or redeem, purchase or acquire the Company’s own shares, other
      than pursuant to the Repurchase;

     

    6.1.12  enter
      into any transaction with an Affiliate of the Company; 

     

    6.1.13  approve
      or adopt the Company’s annual budget or any modifications to it;

     

    6.1.14  incur
      any
      material expenditure (including the payment of executive and key employee
      compensation) or indebtedness not contained or contemplated in the annual budget
      agreed by the Shareholders;

     

    6.1.15  appoint
      any new chief executive officer or chairman of the Board or delegate any powers
      of the Board or the Directors;

     

    6.1.16  enter
      into any contract or transaction or arrangement which obliges the Company to
      pay
      US$150,000 or more over the term of such contract, transaction or arrangement,
      and where such contract, transaction or arrangement is outside the then current
      budget of the Company;

     

    6.1.17  subscribe
      for, purchase, acquire or dispose of any shares, securities, assets or
      debentures in any company or other body and procure that no member of the Group
      shall engage in such activity;

     

    6.1.18  cause
      to
      be terminated any agreement which may be in place from time to time between
      (a)
      the Company, on the one hand, and (b) MENA Company, VC Bank or Bronco, on the
      other;

     

    6.1.19  enter
      into any new indebtedness or banking facilities or any other arrangements which
      are not Shari’ah Compliant; 

     

    6.1.20  create
      any charge, mortgage, debenture, lien, pledge, security or other encumbrance
      over the whole or any part of its undertaking, property and assets;

     

    6.1.21  sell,
      lease, transfer or otherwise dispose of the whole of its undertaking, property
      or assets, or any part which is substantial in relation to its total
      undertaking, property and assets;

     

    6.1.22  hold
      any
      meeting of Shareholders or purport to transact any business at any such meeting,
      or pass or seek to pass any resolution of Shareholders other than in accordance
      with this Agreement; 

     

    6.1.23  increase
      the number of Shares reserved for issuance under the Company’s Option Plan or
      create any new equity incentive plan or benefit plan; 

     

    6.1.24  alter
      the
      fiscal year-end of the Company for financial reporting or tax purposes;
      or

     

    6.1.25  agree
      to
      do any of the above,

     

    and
      the
      Shareholders shall each duly exercise all such rights and powers (direct or
      indirect as the case may be) so that any such matters which are approved as
      aforesaid are duly implemented and given effect to by the Company, whether
      through their direct or indirect holding of Shares in the Company, their direct
      or indirect appointment of Directors, officers or representatives or
      otherwise.

     

    
      	7.  	
              WORKING
                CAPITAL

            


    

     

    7.1  The
      cash
      subscription amount paid to the Company by Bronco pursuant to the Subscription
      Agreement shall be used to fund the Repurchase pursuant to the terms of the
      Repurchase Agreement.

     

    7.2  If
      the
      Company may require further finance to fund its projected cash requirements
      under its business plan or new opportunities, the Directors on behalf of the
      Company may, subject to any limitations imposed by them from time to time and
      subject to matters requiring consent under clause 6.1,
      in a
      manner that is Shari’ah Compliant as long as MENA is a Shareholder, borrow
      additional sums from commercial banks on the most favourable terms available
      as
      to repayment and security compatible with its needs, but shall not allow any
      prospective lender the right to participate in the share capital of the Company
      or otherwise in its business as a condition or term of any loan or
      advance.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.3  If
      at any
      time the Board determines that additional working capital is required by the
      Company, it shall provide written notice to the Shareholders, giving details
      of
      the amount of additional working capital and the purpose for which it is
      required. In the event that all the Shareholders agree with the Board that
      additional financing shall be obtained through a Shareholder’s loan, then,
      unless otherwise agreed on a case-by-case basis, each Shareholder’s share of
      such loan shall be in proportion to its registered shareholding in the Company.
      Loans advanced by the Shareholders shall be repaid in accordance with the terms
      agreed upon between the Shareholders and the Company.

     

    7.4  The
      Company shall offer each Shareholder the right to participate pro rata in any
      equity financings (including stock appreciation rights, phantom stock or similar
      rights) of any subsidiary of the Company or any entity created by
      or
      spun-out from the Company.

     

    
      	8.  	
              COVENANTS
                BY THE COMPANY

            


    

     

    8.1  The
      Company shall, so far as it lawfully may, be bound by and comply with the terms
      and conditions of this Agreement insofar as the same relate to the
      Company.

     

    8.2  The
      Company shall, during the term of this Agreement:

     

    8.2.1  carry
      on
      and conduct its affairs in a proper and efficient manner;

     

    8.2.2  take
      such
      steps as are required to protect the Business and the goodwill of the
      Business;

     

    8.2.3  maintain
      adequate comprehensive insurance from an internationally recognized insurer
      covering all insurable assets of the Company which shall name the Company as
      the
      beneficiary under such insurance policy, which insurance shall be Shari’ah
      Compliant for so long as MENA is a Shareholder; 

     

    8.2.4  not
      make
      any payments in respect of any personal expenses of Challenger Group or the
      Family Members or make any loans to a Shareholder or a Family Member;
      and

     

    8.2.5  keep
      its
      books and accounts so as to reflect a true and fair view of the financial and
      trading position of the Company.

     

    
      	9.  	
              DISTRIBUTION
                POLICY 

            


    

     

           
      Within 90 days after the end of each taxable year of the Company
      in which
      the Company has taxable income, upon the reasonable prior written request of
      Bronco, cash distributions shall be made pro rata to all the Shareholders in
      such an amount that Bronco's pro rata share of each annual distribution is
      at
      least equal to the sum of Bronco Drilling Company, Inc.’s consolidated U.S. tax
      liability (including Bronco) arising, as it relates to the Company, solely
      in
      respect of Bronco’s ownership of Shares for such taxable year (which tax
      liability, for the purposes of this clause 9
      shall be
      calculated to equal the product of (1) Bronco's share of the Company's
      taxable income for such taxable year, multiplied by (2) the combined maximum
      federal and applicable state and local income tax rates applicable to individual
      taxpayers in the State of Oklahoma for such taxable year (provided that such
      combined income tax rates shall not exceed 35%) taking into account, if
      applicable, the deduction of, or credit for, foreign, state, and local income
      taxes for federal income tax purposes and whether any portion of such taxable
      income qualifies for the reduced rates applicable to long term capital
      gains).

     

    
      	10.  	
              PREEMPTIVE
                RIGHTS 

            


    

     

    10.1  Preemptive
      Right.
      Subject
      to the terms and conditions specified in this clause 10,
      the
      Company hereby grants to each Shareholder a right to subscribe for and purchase
      such Shareholder’s pro rata share, in whole or in part, of issuances by the
      Company of any shares of, or securities convertible into or exercisable for
      any
      shares of, any class of its or any of its subsidiaries’ capital stock
      (“Future
      Shares”).
      For
      purposes of this clause 10,
      a
      Shareholder's “pro rata share” of Future Shares shall be a fraction, the
      numerator of which is the number of Shares held by such Shareholder (assuming
      full conversion and exercise of all outstanding convertible or exercisable
      securities, immediately prior to the issuance of Future Shares) and the
      denominator of which is the total number of Shares outstanding (assuming full
      conversion and exercise of all outstanding convertible or exercisable
      securities) immediately prior to the issuance of Future Shares. Each time the
      Company proposes to offer any Future Shares, the Company shall first make an
      offering of such Future Shares to each Shareholder in accordance with the
      following provisions:

     

    10.1.1  The
      Company shall deliver a notice (an “Offer
      Notice”)
      to
      each Shareholder stating (i) the Company’s bona fide intention to offer such
      Future Shares, (ii) the number of such Future Shares to be offered, and (iii)
      the price and summary of the terms upon which it proposes to offer such Future
      Shares.

     

    10.1.2  Each
      Shareholder may elect to subscribe for and purchase, at the price and on the
      terms specified in the Offer Notice, (i) up to such Shareholder's pro rata
      share
      of the Future Shares and (ii) such additional number of the Future Shares as
      such Shareholder indicates it is willing to purchase should the other
      Shareholders subscribe for less than their respective pro rata Future Shares
      (for each Shareholder, the “Additional
      Portion”)
      by
      notifying the Company in writing within fifteen (15) Business Days from the
      date
      the Offer Notice is given by the Company.

     

    10.1.3  If
      the
      aggregate number of Future Shares subscribed for pursuant to
      clause 10.1.2
      above is
      less than the aggregate number of Future Shares for which all Shareholders
      are
      entitled to subscribe, then each Shareholder who has subscribed for an
      Additional Portion pursuant to clause 10.1.2
      above
      shall be entitled to purchase, in addition to such Shareholder’s pro rata share,
      the Additional Portion subscribed for by such Shareholder; provided, however,
      that if the Additional Portions subscribed for by all Shareholders exceed the
      difference obtained by subtracting (x) the number of Future Shares subscribed
      for by all Shareholders from (y) the aggregate number of Future Shares for
      which
      all Shareholders are entitled to subscribe (the “Available
      Additional Portion”),
      then
      each Shareholder who has subscribed for an Additional Portion shall be entitled
      to purchase only that portion of the Available Additional Portion as such
      Shareholder's pro rata share bears to the aggregate pro rata share for all
      Shareholders who subscribed for an Additional Portion, subject to rounding
      by
      the Board to the extent it reasonably deems necessary and equitable. To the
      extent that Future Shares are not purchased by the Shareholders as provided
      in
      clause 10.1.2
      and this
      clause 10.1.3,
      the
      Company may, during the ninety (90) calendar days following the expiration
      of
      the period provided in clause 10.1.2,
      offer
      the remaining unsubscribed portion of such Future Shares to any person or
      persons at a price not less than and upon terms no more favourable than those
      specified in the Offer Notice. If the Company does not enter into an agreement
      for the sale of the Future Shares within such period, or if such agreement
      is
      not consummated within thirty (30) Business Days of the execution thereof,
      the
      right provided in this clause 10
      shall be
      deemed to be revived and such Future Shares shall not be offered unless first
      reoffered to the Shareholders in accordance herewith.

     

    10.2  Exclusions.
      The
      right of first offer in this clause 10
      shall
      not be applicable to (i) the Shares issued to Bronco pursuant to the
      Subscription Agreement, (ii) securities issued as a dividend or distribution
      proportionately on all Shares; (iii) securities issued in connection with any
      share split of or share dividend proportionately on all Shares; (iv) securities
      issued in connection with a bona fide business acquisition of or by the Company
      (whether by merger, consolidation, sale of assets, sale or exchange of shares
      or
      otherwise), provided such acquisition is approved in accordance with the terms
      and provisions of this Agreement; (v) securities validly issued pursuant to
      the
      Option Plan; and (vi) securities issued upon the exercise of warrants or other
      convertible securities outstanding as of the date hereof.

     

    10.3  No
      Adverse Effect.
      The
      exercise or non-exercise of the rights of any Shareholder set forth in this
      clause 1010
      to
      participate in one or more purchases of Future Shares shall not adversely affect
      its rights to participate in subsequent purchases of Future Shares.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	11.  	
              TRANSFER
                OF SHARES

            


    

     

    11.1  Restriction
      on Transfer.
      During
      the term of this Agreement, all of the Shares now owned or hereafter acquired
      by
      a Shareholder and all of the equity interests of Challenger Group owned by
      the
      Family Members and each of their respective successors and assigns (the
“Founder
      Interests”)
      shall
      be subject to the terms and conditions of this Agreement. No Transfer of Shares
      pursuant to this Agreement resulting in Challenger Group holding less than
      thirty-five percent (35%) of the Shares of the Company may occur prior to 20
      October 2010. Upon any Transfer of Shares or Founder Interests permitted
      hereunder, that Transfer shall become effective and recognized only if: (i)
      the
      person to whom the Transfer is to be made pays all expenses incurred by the
      Company in connection with such Transfer, (ii) the person to whom the Transfer
      is to be made executes a deed of adherence whereby that person or entity becomes
      a party to this Agreement and becomes subject to the rights and obligations
      arising under this Agreement, and executes such further instruments as the
      Company may in its reasonable discretion request, (iii) the person to whom
      the
      Transfer is to be made satisfies to the Company that the Transfer meets all
      requirements for Transfers of Shares and/or Founder Interests under this
      Agreement and any applicable agreement or law, and (iv) the person to whom
      the
      Transfer is to be made and the proposed transferor present to the Company any
      required share certificate or certificates with respect to the Shares or the
      Founder Interests so being transferred (collectively, “Conditions
      to Transfer”).
      Strict
      compliance shall be required with each and every provision of this Agreement.
      No
      Transfer of the Shares or the Founder Interests shall be valid unless it is
      made
      pursuant to the terms and conditions of this Agreement. Notwithstanding
      the foregoing, (a) each Shareholder shall have the right to Transfer, without
      compliance with the terms and conditions of this Agreement, all or part of
      the
      Shares to an Affiliate of such Shareholder and (b) each Family Member shall
      have
      the right to Transfer, without compliance with the terms and conditions of
      this
      Agreement, all or part of the Founder Interests to a corporation, partnership
      or
      other entity, provided such corporation, partnership or other entity is wholly
      owned by an Affiliate of such Family Member (each, a “Permitted
      Transfer”);
      provided, however, the person or entity to whom a Permitted Transfer is made
      meets all of the Conditions to Transfer.

     

    11.2  Right
      of First Refusal and Co-Sale.
      In the
      event that a Shareholder or any Family Member desires to Transfer (a
“Transferring
      Holder”)
      any
      Shares or Founder Interests, other than pursuant to a Permitted Transfer, and
      has received a bona fide offer from an unaffiliated third party to buy such
      Shares or Founder Interests, the Transferring Holder shall first notify the
      Company and each other Shareholder in writing of the proposed sale or transfer
      (the “Transfer
      Notice”).
      Each
      Transfer Notice shall contain all material terms of the proposed Transfer,
      including, without limitation, a copy of the offer received, the name and
      address of the prospective purchaser (or transferee), the purchase price and
      terms of payment, the date and place of the proposed Transfer, and the number
      and description of Shares or Founder Interests proposed to be Transferred by
      the
      Transferring Holder (the “Offered
      Shares”).
      Notwithstanding the foregoing, the term “Offered Shares” shall include Founder
      Interests only with respect to the Company's and Shareholders’ rights of first
      refusal as described in clause 11.2.1.

     

    
      	11.2.1  	
              Right
                of First Refusal.

            


    

     

    11.2.1.1  Company’s
      Right of First Refusal.
      The
      Company, upon approval by the disinterested members of the Board, shall have
      an
      option for a period of twelve (12) days from the date the Transfer Notice is
      given to elect to purchase the Offered Shares at the same price and subject
      to
      the same material terms and conditions as described in the Transfer Notice
      (or
      terms and conditions as similar as reasonably possible). The Company may
      exercise such purchase option and, thereby, purchase all the Offered Shares
      by
      notifying the Transferring Holder in writing before expiration of such twelve
      (12) day period as to the number of such Offered Shares that it wishes to
      purchase. If the Company gives the Transferring Holder notice that it desires
      to
      purchase such Offered Shares, then payment for the Offered Shares shall be
      by
      check or wire transfer, against delivery of the Offered Shares to be purchased
      at a place agreed upon between the parties and at the time of the scheduled
      closing therefor, which shall be no later than the later of (i) twenty-four
      (24)
      days after the date the Transfer Notice is given or (ii) the date contemplated
      by the Transfer Notice for the closing with the prospective third party
      transferee(s). If the Company fails to purchase all of the Offered Shares by
      exercising the right granted in this clause 11.2.1.1
      within
      the period provided, the Company shall notify each Shareholder in writing (the
      “Additional
      Transfer Notice”)
      and
      the Offered Shares shall be subject to the rights granted to the Shareholders
      pursuant to this Agreement. The Additional Transfer Notice shall include all
      of
      the information and certifications required in a Transfer Notice and shall
      additionally identify the Offered Shares that the Company has declined to
      purchase (the “Remaining
      Shares”).

     

    11.2.1.2  Shareholders’
      Right of First Refusal.
      Each
      Shareholder shall have an option for a period of twelve (12) days from the
      date
      the Additional Transfer Notice is given to elect to purchase its pro rata share
      of the Remaining Shares at the same price and subject to the same material
      terms
      and conditions as described in the Additional Transfer Notice (or terms and
      conditions as similar as reasonably possible). Each Shareholder may exercise
      such purchase option and, thereby, purchase all (with any reallotments as
      provided below) its pro rata share of the Remaining Shares, by notifying the
      Transferring Holder and the Company in writing, before expiration of such twelve
      (12) day period as to the number of such Remaining Shares that it wishes to
      purchase (including any reallotment). For the purpose of the preceding sentence,
      each Shareholder’s pro rata share shall be a fraction of the Remaining Shares,
      the numerator of which shall be the number of Shares owned by such Shareholder
      on the date of the Transfer Notice (assuming conversion of all securities then
      outstanding that are convertible into common equity of the Company) and the
      denominator of which shall be the total number of Shares held by all
      Shareholders on the date of the Transfer Notice (assuming conversion of all
      securities then outstanding that are convertible into common equity of the
      Company). Each Shareholder electing to exercise the right to purchase its full
      pro rata share of the Remaining Shares (a “Participating
      Shareholder”)
      shall
      have a right of reallotment such that, if any other Shareholder fails to
      exercise the right to purchase its full pro rata share of the Remaining Shares,
      each such Participating Shareholder’s pro rata share shall be a fraction of the
      Remaining Shares not previously purchased, the numerator of which shall be
      the
      number of Shares owned by such Participating Shareholder on the date of the
      Transfer Notice (assuming conversion of all securities then outstanding that
      are
      convertible into common equity of the Company) and the denominator of which
      shall be the total number of Shares held by all Participating Shareholders
      on
      the date of the Transfer Notice (assuming conversion of all securities then
      outstanding that are convertible into common equity of the Company). If a
      Shareholder gives the Transferring Holder notice that it desires to purchase
      its
      pro rata share of the Remaining Shares and, as the case may be, its reallotment,
      then payment for the Remaining Shares shall be by check or wire transfer,
      against delivery of the Remaining Shares to be purchased at a place agreed
      upon
      between the parties and at the time of the scheduled closing therefore, which
      shall be no later than the later of (i) twenty-four (24) days after the
      Additional Transfer Notice is given or (ii) the date contemplated in the
      Transfer Notice for the closing with the prospective third party
      transferee(s).

     

    11.2.2  Right
      to Transfer.
      To the
      extent that the Company and the Shareholders have not exercised their respective
      rights of first refusal as to the Offered Shares or the Remaining Shares, as
      applicable, within the time periods specified in clause 11.2.1,
      then
      the Transferring Holder shall be free to sell any such Shares or Founder
      Interests (as applicable) to such prospective purchaser on the same terms and
      conditions as outlined in the Transfer Notice, and provided that in the event
      such Shares or Founder Interests are not sold within ninety (90) days of the
      date of the Transfer Notice, they shall once again be subject to the rights
      of
      first refusal provided herein.

     

    11.3  Transfer
      Void.
      Notwithstanding the foregoing, any attempt by the Transferring Holder to
      Transfer Shares or Founder Interests (or any interest therein) in violation
      of
      this Agreement shall be void and the Company and Challenger Group (as
      applicable) agree it will not effect such a Transfer nor will it treat any
      alleged transferee(s) as a Shareholder of the Company or equity member of
      Challenger Group (as applicable).

     

    11.4  No
      Adverse Effect.
      The
      exercise or non-exercise of the rights of the Company or any Shareholder set
      forth in this clause 11
      to
      participate in one or more purchases or sales of Shares made by a Shareholder
      shall not adversely affect its rights to participate in subsequent purchases
      or
      sales of Shares.

     

    
      	12.  	
              TAG-ALONG

            


    

     

    12.1  With
      the
      exception of Transfers of Shares expressly permitted by this Agreement, no
      Transfer of Shares which would result, if made and registered, in a person
      or
      persons acting in concert obtaining a Controlling Interest, will be made or
      registered unless:

     

    12.1.1  an
      Approved Offer is made by the proposed transferee(s) (“Buyer”);
      and

     

    12.1.2  the
      Buyer
      complies in all respects with the terms of the Approved Offer at the time of
      completion of the sale and purchase of Shares pursuant to it.

     

    12.2  For
      the
      purposes of these clauses 12
      and
13:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.2.1  “Approved
      Offer”
means
      an bona fide offer in writing served on all Shareholders holding Shares
      (including the proposing transferor), offering to purchase all the Shares held
      by such Shareholders (including any Shares which may be allotted pursuant to
      the
      exercise or conversion of options, rights to subscribe for or securities
      convertible into shares in existence at the date of such offer)
      which:

     

    12.2.1.1  is
      stipulated to be open for acceptance for at least fifteen (15) Business
      Days;

     

    12.2.1.2  offers
      the same or equivalent consideration for each Share (whether in cash, securities
      or otherwise in any combination),
      provided that a reduction, withholding or retention of consideration to take
      account of tax payable or which might be payable by a Shareholder or by its
      employing company in relation to the conversion of securities, the exercise
      of
      an option over Shares and/or the disposal of Shares shall not prejudice the
      application of this clause;

     

    12.2.1.3  includes
      an undertaking by or on behalf of the Buyer that no other consideration,
      (whether in cash or otherwise) is to be received or receivable by any
      Shareholder which, having regard to the substance of the transaction as a whole,
      can reasonably be regarded as an addition to the price paid or payable for
      the
      shares to be sold by such Shareholder, and that neither the Buyer nor any person
      acting by agreement or understanding with it has otherwise entered into more
      favourable terms or has agreed more favourable terms with any other Shareholder
      for the purchase of Shares; and

     

    12.2.1.4  is
      on
      terms that the sale and purchase of Shares in respect of which the offer is
      accepted will be completed at the same time.

     

    
      	13.  	
              DRAG-ALONG

            


    

     

    13.1  In
      the
      event that, following the date of this Agreement, a Change of Control
      Transaction (as defined hereinafter) is approved by (i) the Board and (ii)
      two
      of Challenger Group, MENA Company and Bronco (or in the event that one of
      Challenger Group, MENA Company and Bronco no longer holds Shares, both of the
      remaining parties), each Shareholder hereby agrees to consent to and vote all
      of
      the Shares of the Company’s capital stock then held by such Shareholder in favor
      of such Change of Control Transaction at any meeting of the Shareholders (or
      action by written consent) called to consider the approval of such Change of
      Control Transaction. In addition, if the Change of Control Transaction is
      structured as (a) a merger, consolidation or share acquisition, each Shareholder
      shall waive any dissenters’ rights, appraisal rights or similar rights in
      connection with such transaction or (b) sale of Shares, each Shareholder shall
      agree to sell all of his, her or its Shares and rights to acquire shares of
      the
      Company’s capital stock on the terms and conditions approved by the Board and
      two of the three Shareholders (or in the event that one of the three
      Shareholders no longer holds Shares, both remaining Shareholders). “Change
      of Control Transaction”
means
      (i) the acquisition of the Company or subsidiary of the Company, if any, by
      another entity or person by means of any transaction or series of related
      transactions (including, without limitation, any merger, consolidation or other
      form of reorganization in which outstanding shares of the Company are exchanged
      for securities or other consideration issued, or caused to be issued, by the
      acquiring entity or its subsidiary), unless the Company’s shareholders of record
      as constituted immediately prior to such transaction or series of related
      transactions will, immediately after such transaction or series of related
      transactions hold at least a majority of the voting power of the surviving
      or
      acquiring entity in the same relative proportions; (ii) a sale of all or
      substantially all of the assets of the Company or of one or more direct or
      indirect subsidiaries of the Company, which on a consolidated basis represent
      substantially all of the assets of the Company; or (iii) the transfer of fifty
      percent (50%) or more of the Company's voting power. Should the provisions
      of
      this clause 13.1
      be
      construed to constitute the granting of proxies, such proxies will be deemed
      coupled with an interest and shall be irrevocable for the term of this
      Agreement. It is agreed and understood that monetary damages would not
      adequately compensate an injured party for the breach of this clause
13.1
      by any
      party, that this clause 13.1
      shall be
      specifically enforceable, and that any breach or threatened breach of this
      clause 13.1
      shall be
      the proper subject of a temporary or permanent injunction or restraining order.
      Further, each party hereto waives any claim or defense that there is an adequate
      remedy at law for such breach or threatened breach.

     

    13.2  Notwithstanding
      the foregoing, in the event that an Approved Offer is made at any time after
      20
      October 2009, MENA Company shall have the right (the “MENA
      Drag Along Right”)
      to
      require all of the other Shareholders (the “Other
      Shareholders”)
      to
      accept the Approved Offer in full, provided that the price per Share of the
      Approved Offer is greater than an amount equal to an annualized twenty-five
      percent (25%) simple rate of return per Share on the Shares held by Bronco
      based
      on a cost of US$4.00 per Share (which cost per Share shall be adjusted for
      any
      share dividend, share split or combination with respect to the
      Shares).
      Notwithstanding the MENA Drag Along Right, whenever an Approved Offer is made,
      and in the event that MENA Company wishes to proceed with the Approved Offer,
      then prior to MENA Company's exercise of the MENA Drag Along Right, the Company
      shall have the right, exercisable within fifteen (15) days after the date MENA
      Company has provided written notice to the Company and the Other Shareholders
      of
      its intention to proceed with the Approved Offer, to purchase all Shares then
      held by MENA Company from MENA Company at a price equal to the price offered
      in
      the Approved Offer. If the Company has not exercised such right within such
      fifteen (15) day period or if the Company notifies MENA Company that it does
      not
      intend to exercise such right, whichever is earlier, then the Other Shareholders
      shall have the right, exercisable within fifteen (15) days of such date to
      purchase (or procure the purchase of) on a pro rata basis all of such Shares
      held by MENA Company at a price equal to the price offered in the Approved
      Offer. Each Other Shareholder electing to purchase its full pro rata share
      of
      the Shares of MENA Company (a “Participating
      Buyer”)
      shall
      have a right of reallotment such that, if any other Other Shareholder fails
      to
      exercise the right to purchase its full pro rata share of the Shares of MENA
      Company, each such Participating Buyer's pro rata share shall be a fraction
      of
      the Shares of MENA Company not previously purchased, the numerator of which
      shall be the number of Shares owned by such Participating Buyer (assuming
      conversion of all securities then outstanding that are convertible into common
      equity of the Company) and the denominator of which shall be the total number
      of
      Shares held by all Participating Buyers (assuming conversion of all securities
      then outstanding that are convertible into common equity of the Company). If
      the
      Other Shareholders have not exercised such right within such thirty (30) day
      period or if the Other Shareholders notify MENA Company that they do not intend
      to exercise such right, whichever is earlier, then MENA Company shall be
      entitled to exercise the MENA Drag Along Right without restriction in accordance
      with the terms of this Agreement. If the Company or the Other Shareholders
      have
      duly and properly exercised their rights under this clause 13.2
      as
      aforesaid and MENA Company fails to complete the sale of its Shares to the
      Company or the Other Shareholders in accordance with this
      clause 13.113.2,
      the
      Company or the Other Shareholders, or any persons so authorized by the Board,
      may execute such share transfer form on behalf of MENA Company together with
      any
      other documents necessary to give effect to the transfer contemplated under
      this
      clause 13.2,
      provided that the Company or the Other Shareholders remit the payment of the
      purchase price to MENA Company. 

     

    13.3  The
      drag
      along right set forth in clause 13.1
      may be
      exercised by the service of notice to that effect on the Other Shareholders
      at
      the same time as, or within five (5) Business Days following completion of
      the
      procedures set out in clause 13.1.
      Such
      notice will be accompanied by all documents required to be executed by the
      Other
      Shareholders to give effect to the relevant transfer.

     

    13.4  On
      the
      exercise of the drag along right set forth in clause 13.1
      or the
      MENA Drag Along Right in clause 13.2,
      each of
      the Other Shareholders will be bound to accept the terms of the Change of
      Control Transaction offer or Approved Offer, as applicable, in respect of its
      entire holding shares and to comply with the obligations assumed by virtue
      of
      such acceptance.

     

    13.5  If
      any of
      the Other Shareholders fails to accept the Change of Control Transaction offer
      or the Approved Offer or, having accepted such offer, fails to complete the
      sale
      of any of its Shares pursuant to the Change of Control Transaction offer or
      Approved Offer, or otherwise fails to take any action required of it under
      the
      terms of the Change of Control Transaction offer or Approved Offer, any persons
      so authorised by the Board may accept the offer on behalf of the Other
      Shareholder in question, or undertake any action required under the terms of
      the
      Offer on the part of the Other Shareholder in question. In particular, such
      person may execute the necessary transfer(s) on that Other Shareholder’s behalf;
      and against:

     

    13.5.1  receipt
      by the Company (on trust for such Other Shareholder) of the consideration
      payable for the relevant shares (the receipt being a good discharge to the
      Buyer, who will not be bound to see to the application of it); and

     

    13.5.2  compliance
      by the Buyer and, where relevant, the Company with all other terms of the Change
      of Control Transaction offer or the Approved Offer, and

     

    deliver
      such transfer(s) to the Buyer (or its nominee). The Board will then authorise
      registration of the transfer(s) and of the Buyer (or its nominee) as the holder
      of the shares so transferred. After registration, the title of the Buyer (or
      its
      nominee) as registered holder of such shares will not be affected by any
      irregularity in, or invalidity of such proceedings, which will not be questioned
      by any person. The Other Shareholder will in such a case be bound to deliver
      up
      its certificate for its shares to the Company, or a statutory declaration of
      loss (as appropriate) whereupon the Other Shareholder will be entitled to
      receive the purchase price for such shares. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.6  Grant
      of Proxy.
      Should
      the provisions of this clause 13
      be
      construed to constitute the granting of proxies, such proxies shall be deemed
      coupled with an interest and are irrevocable for the term of this Agreement.
      It
      is agreed and understood that monetary damages would not adequately compensate
      an injured party for the breach of this clause 13
      by any
      party, that this clause 13
      is
      specifically enforceable, and that any breach or threatened breach of this
      clause 13
      shall be
      the proper subject of a temporary or permanent injunction or restraining order.
      Further, each party hereto waives any claim or defense that there is an adequate
      remedy at law for such breach or threatened breach.

     

    
      	14.  	
              DEEMED
                SALE NOTICES

            


    

     

    14.1  Any
      Shareholder having to transfer part or all of the Shares held by him as a result
      of the bankruptcy of such Shareholder (a “Retiring
      Shareholder”)
      shall
      first give a notice in writing (a “Sale
      Notice”)
      to the
      Company specifying the number of his Shares he wishes to sell (the “Sale
      Shares”)
      which
      notice shall constitute the Company the agent of the Retiring Shareholder for
      the sale of the Sale Shares at the Price (determined in accordance with the
      provisions of clauses 14.2
      and
14.3).
      If any
      Retiring Shareholder attempts to transfer any shares held by him or transfer
      any
      interest in any such shares without serving a Sale Notice on the Company then
      he
      shall be deemed to have served a Sale Notice on the Company in respect of the
      shares he was attempting to transfer or the shares in which he transferred
      the
      interest (as the case may be).

     

    14.2  The
      term
“Price”
shall
      be the price specified by the Retiring Shareholder in the Sale Notice or the
      Value (determined in accordance with clause 14.3)
      (whichever shall be the lesser sum). If the Retiring Shareholder shall not
      specify a price in the Sale Notice, the Price shall be the Value (determined
      as
      aforesaid).

     

    14.3  Immediately
      following service of the Sale Notice, the Company shall instruct the Company’s
      auditors appointed at that time to certify the fair value of the Sale Shares
      (the “Value”)
      calculated on the basis of a sale of shares in a going concern between a willing
      seller and a willing purchaser without discount for minority holdings or premium
      for majority holdings (as at the date of the Sale Notice) and not having regard
      to the fact that the transferability of the Sale Shares is restricted by this
      Agreement. The Company, the Shareholders and the Directors shall render all
      such
      assistance and provide all such documentation and other information to the
      auditors as may be necessary and the Company shall use its best endeavours
      to
      procure from the auditors the issuance of a certificate of the Value (a
“Valuation
      Certificate”)
      as
      soon as reasonably possible and in any event not more than fourteen (14) days
      from the date of the Sale Notice. In certifying the Value the auditors shall
      act
      as experts and not as arbitrators and save in the case of manifest error their
      decision shall be final and binding upon the parties and the costs of the
      auditors in the preparation of the Valuation Certificate shall be borne by
      the
      Company save where the Retiring Shareholder is responsible for the auditors’
fees in accordance with the provisions of clause 14.4.

     

    14.4  On
      receipt of the Valuation Certificate the Company shall send a copy of the same
      to the Retiring Shareholder who shall be entitled to withdraw the Sale Notice
      by
      notice in writing to the Company within seven days of his receipt of the
      Valuation Certificate provided that he gives an undertaking in a form acceptable
      to the Directors to be responsible for the auditors’ fees incurred in the
      preparation of the Valuation Certificate. On the expiry of seven (7) days the
      Company shall serve a notice on all the other Shareholders (an “Offer
      Notice”)
      specifying the Price determined in accordance with clauses 14.2
      and
14.3
      and each
      such Shareholder’s proportional entitlement to the Sale Shares calculated as
      nearly as may be in the same proportion as the nominal amount of each such
      Shareholders existing holding of Shares regardless of class bears to the
      aggregate nominal amount of all existing Shares held by all other Shareholders,
      and specifying the period during which the offer for sale of the Sale Shares
      shall remain open, which shall be not less than fourteen (14) days nor more
      than
      twenty-eight (28) days from the date of the Offer Notice. The Offer Notice
      shall
      also invite each such Shareholder to state in his reply the number of additional
      Shares (if any) in excess of his proportional entitlement which he desires
      to
      purchase.

     

    14.5  If
      the
      Shareholders do not all accept the offer in respect of their respective
      proportions in full, the Sale Shares not so accepted shall be used to satisfy
      the claims for additional Sale Shares and if there are insufficient such Shares
      to satisfy all the claims for additional Sale Shares then such Shares shall
      be
      offered to each such Shareholder making a claim for additional Sale Shares
      in
      the same proportion (as nearly as may be) as the proportion that the aggregate
      nominal amount of such Shareholder’s Shares bears to the aggregate nominal
      amount of all the Shares held by the Shareholders making claims for additional
      Sale Shares provided that no Shareholder shall be required to take more Sale
      Shares than he shall have applied for.

     

    14.6  If
      the
      Company shall find purchasing Shareholders in respect of all or any of the
      Sale
      Shares in accordance with the procedure set out in clauses 14.1
      to
14.5
      it shall
      give notice thereof to the Retiring Shareholder and the Retiring Shareholder
      and
      the purchasing Shareholders shall thereupon become bound to complete the sale
      and purchase of the Sale Shares within fourteen (14) days.

     

    14.7  Save
      where the Retiring Shareholder has withdrawn the Sale Notice pursuant to the
      provisions of clause 14.4
      or if
      the Company shall not find purchasing Shareholders for all of the Sale Shares
      in
      accordance with the procedure set out in clauses 14.1
      to
14.5
      or if
      through no default of the Retiring Shareholder the purchase of any of the Sale
      Shares is not completed within the time period specified in clause 14.6
      the
      Retiring Shareholder shall be at liberty at any time thereafter to transfer
      such
      of the Sale Shares as were not accepted by purchasing Shareholders or in respect
      of which the sale was not completed (as the case may be) to any person he may
      wish provided that such sale is completed at the Price or any higher or (subject
      to clause 14.8)
      lower
      price and that otherwise the terms of the sale are no more favourable to the
      purchaser than those rejected by the remaining Shareholders.

     

    14.8  No
      Sale
      Shares shall be sold at a lower price than the Price or on more favourable
      terms
      than those set out in the Offer Notice without the Retiring Shareholder first
      serving a further Sale Notice upon the Company specifying such more favourable
      terms (if any) and/or such lower price as the price at which such Sale Shares
      are offered and the provisions of articles 14.1
      to
14.5
      shall
      apply mutatis mutandis to such further Sale Notice save that there shall be
      no
      requirement to obtain a Valuation Certificate the Price shall be such lower
      price and the Offer Notice shall specify any such more favourable terms as
      the
      terms applying to the offer for sale of the Sale Shares.

     

    14.9  In
      the
      event of the Retiring Shareholder failing to carry out the sale of any of the
      Sale Shares to purchasing Shareholders in accordance with the provisions of
      this
      clause 14
      the
      Directors may authorise some person to execute a transfer of the Sale Shares
      in
      favour of the purchasing Shareholders and the Company may give a good receipt
      for the purchase price of such Sale Shares and may register the purchasing
      Shareholders as holders thereof and issue to them certificates for the same
      whereupon the purchasing Shareholders shall become indefeasibly entitled
      thereto. The Retiring Shareholder shall in such case be bound to deliver up
      his
      certificate for the Sale Shares to the Company whereupon the Retiring
      Shareholder shall be entitled to receive the purchase price which shall in
      the
      meantime be held by the Company on trust for the Retiring Shareholder but
      without interest. If such certificate shall comprise any Shares which the
      Retiring Shareholder has not become bound to transfer as aforesaid the Company
      shall issue to the Retiring Shareholder a balance certificate for such
      Shares.

     

    14.10  With
      the
      written consent of all the Shareholders the provisions contained in this
      clause 14
      or any
      part thereof may be waived or varied in relation to any proposed transfer of
      Shares.

     

    
      	15.  	
              CHANGE
                OF CONTROL OF CHALLENGER GROUP 

            


    

     

    15.1  Change
      of Control.
      So long
      as either Bronco or MENA Company (or each of their Affiliates) hold Shares
      and
      the restrictions set forth in clause 11
      hereof
      are applicable to the Shareholders, each of Challenger Group and each Family
      Member hereby covenants that it will not, without approval of the Shareholders
      (excluding Challenger Group), transact: 

     

    15.1.1  an
      acquisition of Challenger Group by another entity by means of a transaction
      or
      series of related transactions (including, without limitation, any merger,
      consolidation or other form of reorganization in which outstanding equity
      interests of Challenger Group are exchanged for securities or other
      consideration issued, or caused to be issued, by the acquiring entity or
      subsidiary (each, a “CG
      Change of Control Transaction”)
      unless
      Challenger Group’s equity holders of record as constituted immediately prior to
      such CG Change of Control Transaction will, immediately after such CG Change
      of
      Control Transaction hold at least a majority of the voting power of the
      surviving or acquiring entity in the same relative proportions; 

     

    15.1.2  a
      sale of
      substantially all of the assets of Challenger Group; or 

     

    15.1.3  any
      other
      transaction or transactions which result, directly or indirectly, in fifty
      percent (50%) or more of the voting power of Challenger Group being transferred
      to any other person.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15.2  Further
      Issuances.
      Notwithstanding clause 15.1,
      Challenger Group agrees that it shall not issue any additional shares or other
      equity securities of Challenger Group for as long as either Bronco or MENA
      Company holds Shares and the restrictions set forth in clause 11
      hereof
      are applicable to any of the Shareholders. It is agreed and understood that
      monetary damages would not adequately compensate an injured party for the breach
      of this clause 15
      by any
      party, that this clause 15
      is
      specifically enforceable, and that any breach or threatened breach of this
      clause 15
      shall be
      the proper subject of a temporary or permanent injunction or restraining order.
      Further, each party hereto waives any claim or defense that there is an adequate
      remedy at law for such breach or threatened breach.

     

    
      	16.  	
              THE
                OPTION PLAN 

            


    

     

    16.1  The
      Company may adopt the Option Plan for the benefit of the Directors, employees
      and consultants of the Company, subject to approval by the Board and the
      Compensation Committee.

     

    16.2  The
      total
      number of shares of capital stock of the Company reserved for issuance to
      Directors, employees or consultants of the Company pursuant to the Option Plan
      shall not exceed two percent (2%) of the share capital of the Company on a
      fully-diluted post-Completion basis, including the Repurchase.

     

    16.3  The
      options granted pursuant to the Option Plan shall be approved by the Board
      and
      the Compensation Committee thereof and will be subject to vesting in four equal
      instalments on the anniversary of the date of grant. 

     

    16.4  Any
      shares acquired through the Option Plan shall be subject to such typical
      restrictions on transferability as the Board and the Compensation Committee
      thereof may determine.

        

    
      	17.  
               	
              REGISTRATION
                RIGHTS

            


    

     

    17.1  In
      the
      event of a Qualified IPO, the Shareholders shall have equal rights in relation
      to the registration of the Shares in such Qualified IPO and each Shareholder
      may
      participate pro rata in such Qualified IPO.

     

    17.2  At
      any
      time after the earlier to occur of (a) a Qualified IPO, or (b) the third
      anniversary of the date of this Agreement, Bronco may by written notice to
      the
      Company request that the Company file a registration statement or international
      equivalent registration or listing for the sale of all or any portion of the
      Shares then owned by Bronco. Upon receipt of such notice, the Company shall
      use
      its commercially reasonable efforts to (i) cause, as promptly as practicable
      and, in any event, within thirty (30) days after receipt of such notice, such
      Shares to be registered or listed on a “national securities exchange”, a
“designated offshore securities market” (as such terms are defined from time to
      time under the U.S. securities laws), or such other internationally recognized
      exchange, and (ii) if Bronco so requests in its notice, to engage an underwriter
      selected by the Company and reasonably acceptable to Bronco, to conduct such
      offering. The Shareholders shall be permitted to participate in any such
      registration on the same terms as Bronco on a pro rata basis, provided, however,
      that should the underwriter for the offering (to the extent applicable) advise
      that not all of the Shares requested to be included in the offering can be
      sold
      at a price acceptable to Bronco, Bronco shall be entitled to include all of
      the
      Shares that it requested to be included in the offering and the other
      Shareholders shall be entitled to include such number of their Shares as the
      underwriter advises may also be sold at such price. The Company shall not be
      obligated to effect more than two (2) such registrations pursuant to this clause
      17.2.

     

    17.3  In
      the
      event the Company or any Shareholder intends to register Shares of the Company
      for an offering, each Shareholder shall have the right to include its Shares
      in
      such offering on a pro rata basis. The Company or the relevant Shareholder,
      as
      the case may be, shall provide the other Shareholders with a minimum of thirty
      (30) days’ prior written notice of any such proposed offering.

     

    17.4  The
      Company agrees to bear and to pay or cause to be paid promptly upon request
      all
      expenses related to the Company’s performance of or compliance with the
      registration rights in this clause 17,
      including, without limitation, (a) all registration and filing fees and
      expenses, (b) all fees and expenses in connection with the qualification of
      the
      shares for offering and sale, and (c) all expenses relating to the preparation,
      printing, distribution and reproduction of each registration statement required
      to be filed hereunder, each prospectus included therein or prepared for
      distribution pursuant hereto, each amendment or supplement to the foregoing,
      the
      certificates representing the shares and all other documents relating hereto.
      Each Shareholder agrees to pay its pro rata share of all sales fees, commissions
      and underwriting discounts attributable to the sale of such shares.

     

    17.5  Unless
      otherwise provided for under this clause 17,
      the
      Company shall not grant registration rights to any holder of the Company’s
      Shares that would allow such holder to make a demand for registration or listing
      that could result in such offering occurring prior to a registration or listing
      pursuant to clause 17.2,
      would
      reduce the amount of Shares that a Shareholder would be entitled to include
      in
      an offering pursuant to clause 17.2
      or is
      otherwise superior to or inconsistent with the rights granted to the
      Shareholders pursuant to this Agreement, without the prior approval of all
      of
      the Shareholders.

     

    
      	18.    	
              TERMINATION

            


    

     

    18.1  This
      Agreement shall terminate upon the earliest to occur of any one of the following
      events (and do not apply to any Transfer in connection with such
      event);

     

    18.1.1  the
      consummation on or through the facilities of a “national securities exchange”, a
“designated offshore securities market” (as such terms are defined from time to
      time under the U.S. securities laws), or such other internationally recognized
      exchange of a firm commitment underwritten offer and sale of Shares for the
      account of the Company to the public at a price per Share greater than an amount
      equal to an annualized twenty-five percent (25%) simple rate of return per
      Share
      based on a cost of US$4.00 per Share (which cost per Share shall be adjusted
      for
      any share dividend, share split or combination with respect to the Shares)
      from
      the date of this Agreement (a “Qualified
      IPO”);
      or

     

    18.1.2  a
      liquidation, dissolution or winding up of the Company, including (X) the
      acquisition of the Company by another entity by means of any transaction or
      series of related transactions (including, without limitation, any merger,
      consolidation or other form of reorganization in which outstanding shares of
      the
      Company are exchanged for securities or other consideration issued, or caused
      to
      be issued, by the acquiring entity or its subsidiary) (each, a “Merger
      Transaction”)
      that
      results in the transfer or acquisition of at least a majority of the Company's
      voting power, (Y) a Merger Transaction, unless the Company's shareholders of
      record as constituted immediately prior to such Merger Transaction will,
      immediately after such Merger Transaction hold at least a majority of the voting
      power of the surviving or acquiring entity in the same relative proportions,
      or
      (Z) a sale of all or substantially all of the assets of the Company by means
      of
      any transaction or series of related transactions (collectively, a “Deemed
      Liquidation”),

     

    provided,
      however, that the registration rights in clause 17,
      the
      confidentiality obligations in clause 19
      and
      clauses 23
      through
33
      shall
      survive any termination of this Agreement pursuant to clause 19.1.

     

    18.2  This
      Agreement shall terminate in respect of any Shareholder if at any time, as
      a
      result of a valid transfer of Shares made in accordance and in full compliance
      with this Agreement, that Shareholder holds no Shares, but without prejudice
      to
      any rights which any other party may have against that Shareholder prior to
      termination.

     

    
      	  19. 	
               CONFIDENTIALITY

            


    

     

    19.1  Except
      as
      may be required by law or any governmental or regulatory body, none of the
      parties shall divulge to any person, or use or exploit for any purpose, any
      trade secrets or confidential information or any technical, operational,
      administrative, financial or business information relating to the other
      Shareholders and/or the Company, which the relevant Shareholder or the Company
      may have obtained as a result of the negotiation or entering into of this
      Agreement. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19.2  Each
      Shareholder hereto acknowledges it is aware (and that its representatives or
      Affiliates who are apprised of this matter have been advised) of the United
      States securities laws, including, without limitation, Section 10(b) of the
      Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, and
      that
      such laws prohibit, among other things, such Shareholder, its representatives,
      Affiliates and any person that has received material non-public information
      about another Shareholder (which for purposes of this clause 19.2,
      shall
      include material non-public information about the Company), from purchasing
      or
      selling securities of the other Shareholder or from communicating such
      information to any person under circumstances under which such other person
      may
      be expected to purchase or sell securities to the other Shareholder; therefore,
      each Shareholder (other than Bronco), the Company, and each of their Affiliates
      covenant that it shall not divulge any such information to any other person
      under any such circumstances or, for its own or any other person’s account,
      purchase or otherwise engage in any transaction in the securities of Bronco
      and
      any of its Affiliates without the prior written approval of both Bronco and
      legal counsel to Bronco.

     

    19.3  The
      restriction in clause 19.1
      shall
      continue to apply after the termination of this Agreement without limit in
      point
      of time, but shall cease to apply to information or knowledge which may properly
      come into the public domain through no fault of the restricted party. The
      restriction in clause 19.2
      shall
      continue to apply after the termination of this Agreement until such time as
      a
      party so restricted ceases to have material non-public information about the
      Company, any Shareholder, or any of their respective direct or indirect parent
      companies or subsidiaries.

     

    
      	 20.          	
              ADDITIONAL
                COVENANTS BY THE PARTIES

            


    

     

    20.1  Each
      Shareholder covenants with the others that so long as this Agreement remains
      in
      force and effect it will:

     

    20.1.1  be
      just
      and true to the others and act in good faith;

     

    20.1.2  promptly
      execute and expedite all such documents as are required in respect of this
      Agreement;

     

    20.1.3  promptly
      notify the others of all or any matters coming to its notice which may affect
      the Company or the Business; 

     

    20.1.4  use
      and
      exercise the votes controlled by it at all meetings of the Company in order
      to
      ensure the observance of the terms and the spirit of this
      Agreement;

     

    20.1.5  work
      towards a mutually beneficial and advantageous exit strategy including without
      limitation an initial public offering of the Company’s shares; and

     

    20.1.6  generally
      do all things necessary to give effect to this Agreement.

     

     
      21.  REPRESENTATIONS
      AND WARRANTIES 

     

    21.1  Shareholders;
      Family Members.
      Each
      Shareholder and each Family Member hereby represents and warrants to the other
      Shareholders hereto as follows:

     

    21.1.1  Such
      Shareholder or Family Member (as applicable) has the full right, power and
      authority to enter into, execute, deliver and perform this Agreement, and such
      Shareholder’s officers or agents executing and delivering this Agreement are
      duly authorized to do so, and this Agreement does not breach or contravene
      the
      charter or other constituent documents of such Shareholder or any agreement,
      law
      or regulation to which such Shareholder or Family Member is a party or by which
      it is bound.

     

    21.1.2  This
      Agreement has been duly and validly executed, issued and delivered and
      constitutes the legal, valid and binding obligation of such Shareholder or
      Family Member, enforceable against such Shareholder or Family Member in
      accordance with its terms.

     

    21.1.3  The
      certificates representing Shares owned by such Shareholder will bear the legends
      referenced in this Agreement, and such Shares will not be offered, sold, or
      transferred in the absence of registration or exemption under applicable
      securities laws.

     

    21.1.4  Schedule
      4
      to this
      Agreement accurately sets forth such Shareholder’s holding of Shares as of the
      date hereof.

     

    21.1.5  If
      such
      Shareholder is an Existing Shareholder, such Shareholder has legal and
      beneficial ownership of, good and marketable title to, the Shares owned by
      it as
      set forth on Schedule
      1,
      free
      and clear of any and all liens, options, covenants, conditions, restrictions,
      and other encumbrances (other than those set forth in this Agreement or the
      Original Agreement).

     

    21.2  The
      Company.
      The
      Company hereby represents and warrants to the Shareholders and the Family
      Members as follows:

     

    21.2.1  The
      Company has the full right, power and authority to enter into, execute, deliver
      and perform this Agreement, and its officers or agents executing and delivering
      this Agreement are duly authorized to do so, and this Agreement does not breach
      or contravene the charter or other constituent documents of the Company or
      any
      agreement, law or regulation to which it is a party or by which it is
      bound.

     

    21.2.2  This
      Agreement has been duly and validly executed, issued and delivered and
      constitutes the legal, valid and binding obligation of the Company, enforceable
      against the Company in accordance with its terms.

     

    21.2.3  The
      certificates representing the Shares will bear the legends referenced in this
      Agreement, and such Shares will not be offered, sold, or transferred in the
      absence of registration or exemption under applicable securities
      laws.

     

    21.2.4  Schedule
      4
      to this
      Agreement accurately sets forth each Shareholder’s holding of Shares of capital
      stock of the Company as of the date hereof.

     

    21.2.5  Each
      of
      the representations and warranties of the Company in the Ancillary Agreements
      are true and correct as of the date hereof.

     

    21.3  Anti-bribery
      and Corruption Representations.
      The
      Shareholders and the Company hereby represent and warrant, jointly and
      severally, to each other as follows:

     

    21.3.1  Except
      as
      otherwise set forth on Schedule 22.3.1, and in connection with the acquisition,
      operation or maintenance of any of the Company’s assets and business, the
      transactions contemplated by this Agreement and by any of the Ancillary
      Documents:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    21.3.1.1  The
      Company and the Shareholders have not, and to their actual knowledge, their
      respective shareholders, officers, directors, employees, agents, subcontractors,
      Affiliates or any other person or entity acting on their behalf have not, made,
      offered or authorized, are not aware of and will not make, offer or authorize,
      any payment, loan or gift of anything of value to a Government Official for
      purposes of influencing any act, decision, or omission of any Government
      Official or for securing any improper advantage for any person (such as, without
      limitation, a decision of a Government Official to award a contract or to grant
      preferential tax treatment).

    
       

    

    21.3.1.2  The
      Company and the Shareholders have not, and to their actual knowledge, their
      respective shareholders, officers, directors, employees, agents, subcontractors,
      Affiliates or any other person or entity acting on their behalf have not, made,
      offered or authorized, are not aware of and will not make, offer or authorize
      any payment, loan or gift of anything of value to any person while knowing
      or
      having reasons to suspect that any part of such offer, payment, loan or gift
      will be given or offered to a Government Official for purposes of influencing
      any act, decision, or omission of any Government Official or for securing any
      improper advantage for any person (such as, without limitation, a decision
      of a
      Government Official to award a contract or to grant preferential tax
      treatment).

     

    21.3.1.3  The
      Company and the Shareholders have not, and to their actual knowledge, their
      respective shareholders, officers, directors, employees, agents, subcontractors,
      Affiliates or any other person or entity acting on their behalf have not, made,
      offered or authorized, are not aware of and will not make, offer or authorize,
      any payment, loan or gift of anything of value to a Government Official or
      to
      any other person in violation of any applicable statue, law or regulation of
      any
      government or entity exercising executive, legislative, judicial, regulatory
      or
      administrative functions of or pertaining to government.

     

    21.3.2  Except
      as
      otherwise set forth on Schedule 22.3.2,

     

    21.3.2.1  The
      Company maintains and will continue to maintain accurate and reasonably detailed
      books, records and accounts which fairly and accurately reflect all transactions
      and dispositions of assets. The Company's books, records and accounts do not
      contain and will not contain any false or misleading entries, and there are
      no,
      and there will be no, undisclosed or unrecorded accounts related to the Company.
      

     

    21.3.2.2  The
      business and operations of the Company have been and will continue to be
      conducted in accordance with good and sound ethical business practices, and
      in
      accordance with the general principles contained in the U.N. Convention against
      Corruption of October 31, 2003 (ratified by Libya on June 7, 2005) or the
      general principles contained in the African Convention on Preventing and
      Combating Corruption of July 11, 2003 (ratified by Libya on May 23, 2004).
      

     

    21.3.2.3  To
      the
      best of their knowledge and belief, no ownership interest in the Company is
      directly or indirectly held or controlled by a Government Official, or any
      immediate relative of a Government Official of a jurisdiction applicable to
      the
      Company. 

     

    21.3.2.4  No
      Government Official, or any immediate relative of any Government Official,
      will,
      directly or indirectly, receive any portion of the price to be paid by Bronco
      pursuant to this Agreement or the Ancillary Agreements, or any other benefit
      or
      value by reason of or in connection with the execution of this Agreement or
      any
      other Ancillary Agreements by the parties.

     

    
      	22.  	
              TERMINATION
                OF EXISTING
                AGREEMENTS

            


    

     

    By
      execution hereof, each Existing Shareholder, the Company, and each Family Member
      hereby unconditionally waives all of its rights arising under (including any
      rights of notification or preemption), and hereby terminates, (i) that certain
      Investment Agreement (the “Investment
      Agreement”)
      dated
      20 October 2006 among the Company, MENA Company, VC Bank, the Family Members
      and
      certain other shareholders of the Company, provided that the Investment
      Agreement shall not terminate with respect to the warranties and limitations
      on
      claims in clause 4
      and
      Schedule 5 and with respect to clauses 16
      through
25,
      (ii)
      that certain Shareholders’ Agreement dated 20 October 2006 among the Company,
      MENA Company, VC Bank, the Family Members and certain other shareholders of
      the
      Company, and (iii) any and all agreements contemplated thereby, except that
      certain Advisory and Consultancy Agreement dated as of 20 October 2006 by and
      between VC Bank and the Company (collectively, the “Prior
      Agreements”),
      to
      the extent each is a party thereto. Subject to the exceptions expressly set
      out
      above, each Existing Shareholder and each Family Member, by execution hereof,
      hereby releases and forever discharges any other party to the Prior Agreements
      to which it is a party and each of their Affiliates of and from any and all
      manner of action or actions, causes or causes of action, in law or in equity,
      suits, debts, liens, contracts, agreements, promises, liabilities, claims,
      accounts, sums of money, reckonings, bonds, bills, demands, damages, losses,
      costs or expenses, whether direct or derivative, of any nature whatsoever,
      known
      or unknown, fixed or contingent, including, without limitation, any claim for
      indemnification or contribution, which such Existing Shareholder or Family
      Member may now have or may hereafter have arising under any of the Prior
      Agreements. Furthermore, each Existing Shareholder and each Family Member
      covenants and agrees such Existing Shareholder or such Family Member shall
      not
      commence, join in, or in any manner seek relief through any suit arising out
      of,
      based upon, or relating to any claim released hereunder, or in any manner assert
      or cause or assist another to assert any claims released hereunder.

     

    
      	23.  	
              NO
                PARTNERSHIP

            


    

     

    Nothing
      in this Agreement shall be construed as constituting, or deemed to constitute,
      a
      partnership between the Shareholders and, except as specifically provided for
      in
      this Agreement, neither of them shall have any authority to bind the other
      in
      any way.

     

    
      	24.  	
              ASSIGNMENT

            


    

     

    This
      Agreement is binding upon and shall enure for the benefit of the successors
      of
      the parties but, except as otherwise set forth herein, shall not be assignable,
      except that a Shareholder may, with the prior written consent of the other
      Shareholders, assign its rights under this Agreement to any company of which
      it
      is a subsidiary or of which it is a holding company.

     

    
      	25.  	
              AMENDMENT
                AND WAIVER

            


    

     

    25.1  No
      variation of this Agreement shall be effective unless it is made in writing,
      refers specifically to this Agreement and is signed by all of the parties
      hereto.

     

    25.2  No
      waiver
      of any term, provision or condition of this Agreement shall be effective except
      to the extent made in writing and signed by the waiving party.

     

    25.3  No
      omission or delay on the part of any party in exercising any right, power or
      privilege under this Agreement shall operate as a waiver by it of any right
      to
      exercise it in future or of any other of its rights under this
      Agreement.

     

    25.4  Completion
      of this Agreement does not constitute a waiver by any Shareholder of any breach
      of any provision of this Agreement whether or not known to that Shareholder
      at
      that time.

     

    
      	26.  	
              NOTICES

            


    

     

    Except
      as
      expressly set forth to the contrary in this Agreement, all notices, requests,
      or
      consents provided for or permitted to be given under this Agreement must be
      in
      writing and must be given either by depositing that writing in the mail,
      addressed to the recipient, postage paid, and registered or certified with
      return receipt requested or by delivering that writing to the recipient in
      person, by courier, by Electronic Transmission, or by facsimile transmission;
      and a notice, request, or consent given under this Agreement is effective on
      receipt by the person to receive it. All notices, requests, and consents to
      be
      sent to a party hereto must be sent to or made at the addresses set forth on
      Schedule 1 hereto or such other address as that party may specify by notice
      to
      the other parties.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	27.  	
              INVALIDITY

            


    

     

    If
      any
      provision of this Agreement becomes or is declared by a tribunal of competent
      jurisdiction to be illegal, unenforceable or void, portions of such provision,
      or such provision in its entirety, to the extent
      necessary, shall be severed from this Agreement, and such tribunal will replace
      such illegal, void or unenforceable provision with a valid and enforceable
      provision that will achieve, to the extent possible, the same economic, business
      and other purposes of the illegal, void, or unenforceable provision. The balance
      of this Agreement shall be enforceable in accordance with its
      terms.

     

    
      	28.  	
              EXECUTION

            


    

     

    This
      Agreement may be executed in any number of counterparts and by the several
      parties on separate counterparts each of which when so executed shall be an
      original but all counterparts shall together constitute one and the same
      instrument.

     

    
      	29.  	
              COSTS

            


    

     

    Except
      as
      otherwise set forth herein or as provided in the Ancillary Agreements, each
      party shall pay its own costs and expenses in relation to the negotiation,
      preparation, execution and implementation of this Agreement.

     

    
      	30.  	
              ENTIRE
                AGREEMENT

            


    

     

    This
      Agreement, the Ancillary Agreements and the documents contemplated herein and
      therein constitute the entire agreement between the parties in connection with
      its subject matter hereof and thereof, and supersede all prior oral or written
      agreements between the parties (including, without limitation, the Summary
      Term
      Sheet and all correspondence in respect thereof).

     

    
      	31.  	
              THIRD
                PARTY RIGHTS

            


    

     

    A
      person
      who is not a party to this Agreement has no right under the Contracts (Rights
      of
      Third Parties) Act 1999 or otherwise to enforce any term of this Agreement
      but
      this does not affect any right or remedy of a third party which exists or is
      available apart from the Contracts (Rights of Third Parties) Act 1999, or
      otherwise.

     

    
      	32.  	
              GOVERNING
                LAW AND ARBITRATION

            


    

     

    32.1  Governing
      Law.
      This
      agreement and the performance and obligations of the parties hereunder will
      be
      governed by and construed and enforced in accordance with the laws of england
      and wales, without giving effect to any choice of law principles.

     

    32.2  Arbitration.
      A party
      who desires to submit a Dispute for resolution shall commence the dispute
      resolution process by providing the other parties to the Dispute written notice
      of the Dispute (“Notice of Dispute”). The Notice of Dispute shall identify the
      parties to the Dispute and contain a brief statement of the nature of the
      Dispute and the relief requested. The submission of a Notice of Dispute shall
      toll any applicable statutes of limitation related to the Dispute, pending
      the
      conclusion or abandonment of dispute resolution proceedings under this clause
      32.2. 

     

    Any
      Dispute shall be exclusively and definitively resolved through final and binding
      arbitration, it being the intention of the parties that this is a broad form
      arbitration agreement designed to encompass all possible disputes. Unless
      otherwise agreed by all parties to the Dispute, the place of arbitration shall
      be London, England. The arbitration proceedings shall be conducted in the
      English language and the arbitrator(s) shall be fluent in the English language.
      The arbitration shall be conducted in accordance with the Rules of Arbitration
      of the International Chamber of Commerce (“ICC”)
      (as
      then in effect) (the “Rules”).
      The
      arbitration shall be conducted by three arbitrators, unless all parties to
      the
      Dispute agree to a sole arbitrator within 30 days after the filing of the
      arbitration. For greater certainty, for purposes of this clause 32.2,
      the
      filing of the arbitration means the date on which the claimant request for
      arbitration is received by the other parties to the Dispute. If the arbitration
      is to be conducted by a sole arbitrator, then the arbitrator will be jointly
      selected by the parties to the Dispute. If the parties to the Dispute fail
      to
      agree on the arbitrator within 30 days after the filing of the arbitration,
      then
      the ICC shall appoint the arbitrator. If the arbitration is to be conducted
      by
      three arbitrators, then each party to the Dispute shall appoint one arbitrator
      within 30 days of the filing of the arbitration, and the two arbitrators so
      appointed shall select the presiding arbitrator within 30 days after the latter
      of the two arbitrators has been appointed by the parties to the Dispute. If
      a
      party to the Dispute fails to appoint its party-appointed arbitrator or if
      the
      two party-appointed arbitrators cannot reach an agreement on the presiding
      arbitrator within the applicable time period, then the ICC shall appoint the
      remainder of the three arbitrators not yet appointed. 

     

    The
      award
      of the arbitral tribunal shall be final and binding. Judgment on the award
      of
      the arbitral tribunal may be entered and enforced by any court of competent
      jurisdiction. All notices required for any arbitration proceeding shall be
      deemed properly given if sent in accordance with Section 27. 

     

    All
      arbitrators shall be and remain at all times wholly impartial, and, once
      appointed, no arbitrator shall have any ex parte communications with any of
      the
      parties to the Dispute concerning the arbitration or the underlying Dispute
      other than communications directly concerning the selection of the presiding
      arbitrator, where applicable. 

     

    Without
      limiting the generality of the foregoing, any party to the Dispute may have
      recourse to and shall be bound by the Pre-arbitral Referee Procedure (as defined
      in the Rules). The arbitral tribunal is authorized to award costs and attorneys'
      fees and to allocate them between the parties to the Dispute. The costs of
      the
      arbitration proceedings, including attorneys' fees, shall be borne in the manner
      determined by the arbitral tribunal. The award shall include interest, as
      determined by the arbitral award, from the date of any default or other breach
      of this Agreement until the arbitral award is paid in full. Interest shall
      be
      awarded at the Overdue Rate (as defined in the Rules). The arbitral award shall
      be made and payable in United States Dollars, free of any tax or other
      deduction. The parties waive their rights to claim or recover, and the arbitral
      tribunal shall not award, any punitive, multiple, or other exemplary damages
      (whether statutory or common law) except to the extent such damages have been
      awarded to a third party and are subject to allocation between or among the
      parties to the Dispute. To the extent permitted by law, any right to appeal
      or
      challenge any arbitral decision or award, or to oppose enforcement of any such
      decision or award before a court or any governmental authority, is hereby waived
      by the parties except with respect to the limited grounds for modification
      or
      non-enforcement provided by any applicable arbitration statute or
      treaty.

     

    32.3  Remedies.
      Each
      party hereto hereby acknowledges and agrees that, in the event of a prospective
      or actual breach of any of the provisions of this Agreement by such party,
      monetary damages would not be an adequate remedy to the other parties hereto
      and
      their Affiliates for the harm to the business of such other parties and their
      Affiliates. In the event of a threatened or actual breach of any of the
      provisions of this Agreement, the parties agree that each party shall be
      entitled, if any so elects, to a temporary restraining order and to temporary
      and permanent injunctive relief to prevent or terminate such threatened or
      actual breach, in each case without the necessity of a bond. In addition, each
      party shall be entitled to such monetary damages as any can show it sustained
      by
      reason of such threatened or actual breach. Nothing in this clause 32.3
      shall be
      construed to limit in any way the remedies of a party for a breach of the terms,
      provisions and covenants contained in this Agreement. Each party hereto shall
      have the right to inform any person that it reasonably believes to be, or to
      be
      contemplating, participating with a party or receiving from a party assistance
      in violation of the terms of this Agreement and the rights of a party hereunder
      and that participation by any such person with that party in activities in
      violation of this Agreement may give rise to claims by a party against such
      person. 

     

    32.4  Consideration.
      The
      restrictive covenants and agreements contained herein are materially significant
      and essential to the Completion, and the restrictive covenants in Agreement
      are
      a material component of the Purchase Price (as defined in the Subscription
      Agreement).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	33.  	
              OBLIGATION
                OF FAMILY MEMBERS

            


    

     

    The
      Family Members hereby agree and undertake to do all things commercially
      reasonable and within their power to ensure that the Company at all times fully
      complies with the terms of this Agreement.

     

     


    


    
      	
              EXECUTED
                as
                a deed (but not delivered until the date of this Agreement) by
                                 

            	
              )

              )

              )

            
	 	
              )

            
	
              Challenger
                Group Limited 

            	
              )

            
	
              acting
                by 

            	
              )

            
	 	 
	
              [•]

            	 
	 	 
	
              And

            	 
	 	 
	
              [•]

            	 
	 	 
	 	 
	 	 
	
              EXECUTED
                as
                a deed (but not delivered until the date of this Agreement)
                by

            	
              )

              )

              )

            
	 	
              )

            
	
              MENA
                Oil Drilling Company Limited 

            	
              )

              )

            
	
              acting
                by 

            	
              )

            
	 	 
	
              [•]

            	 
	 	 
	
              And

            	 
	 	 
	
              [•]

            	 
	 	 
	 	 
	 	 
	
              EXECUTED
                as
                a deed (but not delivered until the date of this Agreement)
                by                 

            	
              )

              )

              )

            
	 	
              )

            
	
              Venture
                Capital Bank B.S.C.(c) 

            	
              )

            
	
              acting
                by 

            	
              )

            
	 	 
	
              [•]

            	 
	 	 
	
              And

            	 
	 	 
	
              [•]

            	 
	 	 
	
              EXECUTED
                as
                a deed (but not delivered until the date of this Agreement)
                by                 

            	
              )

              )

              )

            
	 	
              )

            
	
              Bronco
                MENA Investments LLC

            	
              )

            
	
              acting
                by 

            	
              )

            
	 	 
	 	 
	 	 
	
              And

            	 
	 	 
	
              [•]

            	 
	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	 
	
              EXECUTED
                as
                a deed (but not delivered until the date of this Agreement)
                by                 

            	
              )

              )

              )

            
	 	
              )

            
	
              Challenger
                Limited

            	
              )

            
	
              acting
                by 

            	
              )

            
	 	 
	
              [•]

            	 
	 	 
	
              And

            	 
	 	 
	
              [•]

            	 
	 	 
	
              EXECUTED
                as
                a deed (but not delivered until the date of this Agreement)
                by                 

            	
              )

              )

              )

            
	 	
              )

            
	
              [individuals]

            	
              )

            
	 	
              )