AGREEMENT FOR THE SALE AND PURCHASE OF VENICE TOPCO LIMITED

THIS AGREEMENT is made on 2 August 2013

BETWEEN:

BACKGROUND:

IT IS AGREED as follows:

In this agreement:

A Ordinary Shares means the A ordinary shares of £0.001 each in the capital of the Company;

Accounts Date means 31 December 2012;

Affiliates means in relation to:

Agreed Form means, in relation to a document, the agreed form of that document which the Institutional Seller Representative, the Purchaser and the Senior Management Representative each initial for identification purposes;

Alix Partners Payment means the payment that will be paid to Alix Partners Ltd on Completion of the Transaction, such amount being eighty thousand British Pounds Sterling (£80,000);

B Ordinary Shares means the B ordinary shares of £0.001 each in the capital of the Company;

Bayliss Claim has the meaning given in clause 4.2 (Escrow Account and Conduct of Claims);

Bayliss Shares means the shares sold to William John Bayliss pursuant to the sale and purchase agreement dated 22 November 2012 between the Institutional Seller and William John Bayliss;

Books and Records has its common law meaning and includes, without limitation, all notices, correspondence, orders, inquiries, drawings, plans, books of account and other documents and all computer disks or tapes, other machine legible programmes or other records (excluding software);

Business means the business carried on by the Group as at, and before, Completion and includes any part of it;

Business Day means a day (other than a Saturday or Sunday or public holiday) on which banks are generally open in London or New York for normal business;

C Ordinary Shares means the C ordinary shares of £0.001 each in the capital of the Company;

Capex Creditors includes unpaid amounts in respect of Capex Prepayments and amounts owed following the capitalisation of associated fixed asset additions (including trade creditors and other creditors in this respect);

Capex Prepayments includes payments made in advance of the capitalisation of fixed asset additions, including deposits and stage payments on long lead assets;

Claim means any claim by the Purchaser or the Guarantor under or in connection with this agreement (but excluding any claim under clause 8.6 (Payment of adjustment));

Company has the meaning given to it in recital (A);

Competition Approval means: (a) the NCA confirming that the sale of the Shares is approved by it (either unconditionally or subject to the fulfilment of conditions, commitments or undertakings consented to by the Purchaser under clause 5.2 (Satisfaction of the Completion Condition)); (b) the NCA confirming that the sale of Shares need not be approved by it; or (c) approval of the sale of the Shares being deemed to be given by operation of applicable Norwegian law;

Completion means completion of the sale and purchase of the Shares against the names of the Sellers in accordance with this agreement;

Completion Amount means the amount specified as such in the Completion Statement;

Completion Condition has the meaning given to it in clause 5.1 (Conditions);

Completion Date means the date on which Completion occurs;

Completion Statement means the written statement prepared in good faith by the Institutional Seller in accordance with Schedule 5 (Basis of Preparation of Completion Statement and Final Completion Statement) and Schedule 6 (Pro Forma Completion Statement);

Consideration means the aggregate of the Enterprise Valuation, less the Final Net Debt, less Exit Bonuses, less Transaction Fees, adjusted in accordance with clause 8.7 (Adjustments);

Court Order has the meaning given to it in clause 5.1 (Conditions);

Debt has the meaning given to it in paragraph 2.12 of Schedule 5 (Basis of Preparation of Completion Statement and Final Completion Statement);

Determined Claim has the meaning given to it in clause 4.3(a) (Escrow Account and Conduct of Claims);

Determined Liability has the meaning given to it in clause 4.3(a) (Escrow Account and Conduct of Claims);

Director means a person who is, at the date of this agreement, a director of a Group Company;

Directors’ and Officers’ Run-off Insurance means the extension of the D&O insurance policy covering certain directors and officers in respect of a period of 72 months after the date on which Completion occurs which will be in Agreed Form at the Completion Date.

Disputed Amounts has the meaning given to it in sub-clause 8.3(a) (Details required in the Objection Notice);

Effective Time means 23:59 on the day before the Completion Date;

Electronic Communication means an electronic communication as defined in the Electronic Communications Act 2000;

Employee means an individual who has entered into or works under a contract of employment with any Group Company and also includes any director or other officer of any Group Company whether or not he has entered into or works or worked under a contract of employment with any Group Company;

Encumbrances means any mortgage, charge (fixed or floating), pledge, lien, option, right to acquire, right of pre-emption, assignment by way of security or trust arrangement for the purpose of providing security or other security interest of any kind (including any retention arrangement), or any agreement to create any of the foregoing and, as to the Shares, any voting agreement, proxy option or restriction on transfer (other than any restriction which is contained in the articles of association of the Company);

Enterprise Valuation means one hundred and fifty million British Pounds Sterling (£150,000,000);

Escrow Account means the interest-bearing deposit account held with the Escrow Agent in accordance with the Escrow Agreement or such other account as the Institutional Seller and the Purchaser may from time to time designate for the purpose of holding the Escrow Sum;

Escrow Agent means JPMorgan Chase Bank NA or such other agent as may be agreed between the Institutional Seller’s Representative and the Purchaser;

Escrow Agreement means the escrow agreement in the Agreed Form at Completion to be entered into between the Institutional Seller’s Representative, the Purchaser and the Escrow Agent;

Escrow Sum means the sum of two hundred and twenty five thousand British Pounds Sterling (£225,000) to be paid into the Escrow Account under clause 4 (Escrow Account and Conduct of Claims), or such principal sum as shall remain in the Escrow Account for the time being;

Exit Bonuses means the sum payable to Christopher Forde, the sum payable to Tony Alexander, the sum payable to Christopher Chapman, the sum payable to Michael Main, the sum payable to Mathew Wells, the sum payable to Janice O'Brien and the sum payable to Jane Scott, in each case under such Exit Bonus Payee’s respective Exit Bonus Letter and conditional upon Completion occurring;

Exit Bonus Letters means, in respect of an Exit Bonus Payee, the letter between him and Viking SeaTech Limited in respect of his Exit Bonus;

Exit Bonus Payees means Christopher Forde, Tony Alexander, Christopher Chapman, Michael Main, Mathew Wells, Janice O'Brien and Jane Scott;

External Facilities means the Junior Debt and the Senior Debt;

External Facilities Repayment Amount means all amounts owing in respect of the External Facilities including all unpaid interest and other amounts accrued as at the Effective Time and all sums becoming due and payable on Completion, including any break costs, premium or similar payment;

Final Completion Statement means the written statement prepared in good faith by the Purchaser in the format set out in Schedule 5 (Basis of Preparation of Completion Statement and Final Completion Statement) and Schedule 7 (Pro Forma Final Completion Statement);

Final Net Debt means the amount of Debt as calculated in accordance with Schedule 5 (Basis of Preparation of Completion Statement and Final Completion Statement) and Schedule 7 (Pro Forma Final Completion Statement), which includes the External Facilities Repayment Amount, less all cash;

Final Working Capital means the amount as calculated in accordance with Schedule 5 (Basis of Preparation of Completion Statement and Final Completion Statement) and Schedule 7 (Pro Forma Final Completion Statement);

Group means, together, the Company and its Subsidiaries;

Group Companies means the Company and its Subsidiaries and Group Company means any one of them;

HMRC means Her Majesty’s Revenue and Customs;

holding company has the meaning given in section 1159 of the Companies Act 2006;

Independent Accountants has the meaning given in clause 8.4 (Referral to an Independent Accountant);

Inflexion means Inflexion Fund 2 Limited Partnership (acting through its general partner Inflexion Scottish Limited Partnership in turn acting through its general partner Inflexion General Partner Limited) and Inflexion Moorings Co-Investment A Limited Partnership (acting through its general partner Inflexion G.P. Limited);

Institutional Seller Director means each of Donald Featherstone, Patrick Sixsmith, Richard Cole, Anthony Bernbaum and Michael Kershaw;

Institutional Seller Representative means Michael Kershaw, Chief Investment Officer, Principal Investments, HSBC Bank plc, whose details are set out in sub-clause 14.1(b) (Delivery);

Institutional Seller’s Group means the Institutional Seller and each of its subsidiaries, all its holding companies and all the other subsidiaries of each of its holding companies (other than the Group Companies) and member of the Institutional Seller’s Group shall be construed accordingly;

Institutional Seller's Solicitors means Allen & Overy LLP of One Bishops Square, London E1 6AD;

Interest means, in relation to an adjusting payment under clause 8.6 (Payment of adjustment), an amount equivalent to simple interest calculated daily on a 365-day basis at the rate of 1% per annum above the Reference Interest Rate;

Interim Working Capital Adjustment means: (i) if the Working Capital Estimate is less than £6,000,000, the amount of such deficiency (a negative amount); and (ii) if the Working Capital Estimate is greater than £8,500,000, the amount of such excess;

Junior Debt means amounts outstanding under the:

Junior Deed of Release means each deed of release between the Institutional Seller and the relevant members of the Group in respect of all security granted by members of the Group in favour of the Institutional Seller in connection with the Junior Debt;

Key Employees means the Senior Management Sellers, the Managers, Tom Bower, John Dick, Mathew Wells, Janice O'Brien, Matthew Gordon, Ronnie Coull, Gus Smart, Donald Taylor, Brian Reid, Anne Lorup, Irene Marken, Trond Waldow, Kare Pederson, Knut Fisketjon, Anna Keen, Jamie Scoringe, Mike Kochalski, Wenchao Zhang and Gavin Crossan;

Limited Participation Shares means the limited participation shares of £0.001 each in the capital of the Company;

Longstop Date means 31 October 2013;

Lundin Arrangement includes equipment being supplied on a rental basis to satisfy the client (Lundin Norway) requirements being called off against Lundin Frame Agreement No. LNAS 000290 with Viking Seatech Norge AS, to support the Island Innovator drilling programme. Viking Seatech Norge AS is providing this equipment both from its existing hire asset fleet and by the purchase of additional equipment where required;

Management Accounts means the unaudited consolidated balance sheet, profit and loss statement and cash flow statement of the Group in respect of the accounting period commencing on the day after the Accounts Date and ended on 30 June 2013, including all notes to such statements;

Material Adverse Change means any change, event or effect that will or would reasonably be expected to be material and adverse to the business, operations, assets, position (financial, trading or otherwise), profits or prospects of the Group taken as a whole, excluding, in any such case, any change resulting from (or in the case of paragraph (e) attributable to):

NCA means the Norwegian Competition Authority;

Net Debt Estimate means the Institutional Seller's good faith estimate of Final Net Debt as at the Effective Time delivered to the Purchaser in accordance with clause 6.6 (Delivery by Institutional Seller);

Norwegian Defined Benefit Pension Scheme means the defined benefit pension scheme arranged with Storebrand Livsforsikring AS by each of Viking Sea Tech Holdings Norge AS, Viking Sea Tech Group Norge AS and Viking SeaTech Norge AS entitling the employees to the following pension benefits: retirement/old age pension, disability pension, spouse/cohabitant pension and child pension;

Objection Notice has the meaning given to it in clause 8.2 (Objection Notice);

Other Sellers' Solicitors means Eversheds LLP, Bridgewater Place, Water Lane, Leeds, LS11 5DR;

Permitted Security Interest means:

Purchaser's Group means the Purchaser and all its subsidiaries, all its direct or indirect holding companies and all the other subsidiaries of each of its direct or indirect holding companies and member of the Purchaser's Group shall be construed accordingly;

Purchaser's Solicitors means McDermott Will & Emery UK LLP of 110 Bishopsgate, London EC2N 4AY;

Reference Interest Rate means:

Release Date has the meaning given in clause 4.3 (Escrow Account and Conduct of Claims);

Senior Debt means amounts outstanding under the Senior Facilities Agreement;

Senior Deed of Release means each deed of release between DNB Bank ASA as the senior security agent and the relevant members of the Group in respect of all security granted by members of the Group in favour of DNB Bank ASA in connection with the Senior Debt;

Senior Facilities Agreement means the £73,000,000 senior facilities agreement dated 7 December 2011 between, amongst others, the Company, Venice Fundco Limited and DNB Bank ASA as facility agent and senior security agent, as amended;

Senior Management Representative means William John Bayliss, Group Chief Executive, Viking SeaTech, whose details are set out in sub-clause 14.1(d) (Delivery);

Senior Management Sellers' Solicitors means Addleshaw Goddard LLP of 100 Barbirolli Square, Manchester M2 3AB;

Shares means the A Ordinary Shares, B Ordinary Shares, C Ordinary Shares and Limited Participation Shares;

Songa Matter means any fact, matter or circumstance relating to transactions entered into by any or all of Viking Moorings (AUS) Pty Limited (now known as Viking Sea Tech (Australia) Pty Ltd) (Viking), Songa Rig AS (Songa) and Laiwu Steel Group Zibo Anchor Chain Co Ltd (Zibo) in relation to the manufacture by Zibo or the sale by Viking to Songa of anchor chains for offshore operational mooring purposes on oil rigs in the North Sea pursuant to:

Subsidiary has the meaning given in section 1159 of the Companies Act 2006;

Target Working Capital Range means £6,000,000 to £8,500,000;

Tax means all forms of taxation, duties, levies, imposts and social security charges, whether direct or indirect, including corporate income tax, wage withholding tax, national social security contributions and employee social security contributions, value added tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national, regional or local law or regulation and which may be due directly or by virtue of joint and several liability in any relevant jurisdiction; together with any interest, penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction;

Tax Dispute has the meaning given in clause 4.11 (Escrow Account and Conduct of Claims);

Tax Matter has the meaning given in clause 4.10 (Escrow Account and Conduct of Claims);

Transaction means the proposed acquisition of the Shares by the Purchaser;

Transaction Documents means this agreement and any other document entered into or to be entered into under this agreement, including the Warranty Deed;

Transaction Fees means the total professional and/or advisory fees incurred (and unpaid) or outstanding and to be paid by the Group in respect of the period prior to Completion (and Directors’ and Officers’ Run-off Insurance costs incurred prior to and after Completion) in connection with the Transaction (and as set out in Schedule 6 (Pro Forma Completion Statement)) being those of or in respect of:

Transfer Taxes means any stamp, registration, documentary, transaction, goods, sales, value added, use, real estate or other indirect or transfer Tax;

UK GAAP means all Statements of Standard Accounting Practice, Financial Reporting Standards and Urgent Issues Task Force Abstracts issued by the Accounting Standards Board, and mandatory as at the Effective Time;

Wandl Shares means the shares in the Company that will be sold pursuant to the Wandl SPA;

Wandl SPA means the agreement between WW Moor AS and the Institutional Seller dated the date of this agreement and pursuant to which the Wandl Shares will be sold to the Institutional Seller;

Warranties means the warranties given by the Institutional Seller and the Other Sellers to the Purchaser in clause 9.1 (Warranties) and Warranty means any one of them;

Warranty Deed means the deed entered into between, amongst others, the Purchaser and the Senior Management Sellers dated on or around the date of this agreement;

Working Capital Adjustment means: (i) if the Final Working Capital is less than £6,000,000, the amount of such deficiency (a negative amount); and (ii) if the Final Working Capital is greater than £8,500,000, the amount of such excess; and

Working Capital Estimate means the amount set out in Schedule 6 (Pro Forma Completion Statement).

In this agreement any reference, express or implied, to an enactment (which includes any legislation in any jurisdiction) includes:

except to the extent that any legislation or subordinate legislation made or enacted after the date of this agreement would create or increase the liability of any Seller under this agreement.

In this agreement:

Subject to the Completion Condition being satisfied, each of the Sellers shall sell and the Purchaser shall purchase full legal and beneficial title to those Shares set out opposite the name of such Seller in Schedule 1 (The Sellers), on the terms set out in this agreement.

The Shares shall be sold free from all Encumbrances and together with all rights attaching to them, on the terms set out in this agreement.

Neither the Sellers nor the Purchaser shall be obliged to complete the sale or purchase of any of the Shares unless all of the Shares are sold and purchased simultaneously.

The consideration for the sale of the Shares shall be the Consideration. The Consideration shall be apportioned between the Sellers in proportion to their respective shareholdings as set out in the column "Percentage of Consideration" in Schedule 1 (The Sellers).

Any payment made by a Seller to the Purchaser under this agreement (whether as damages for breach, under a covenant to pay or otherwise) shall, to the extent possible, be deemed to reduce the Consideration paid for the Shares sold by that Seller.

and, in each case, the amount payable (as agreed by the Institutional Seller’s Representative or as determined by the judgment or settlement order (as the case may be)) shall be the Determined Liability).

then the Purchaser or the Company shall have the conduct of the Tax Matter and/or Tax Dispute and shall be free to defend the Tax Matter or Tax Dispute and settle the Tax Dispute with the prior approval of the Institutional Seller (such approval not to be unreasonably withheld or unreasonably delayed).

Further, when this clause 4.12 applies, the Purchaser shall procure that the Company:

Completion is conditional upon:

The Purchaser shall have sole responsibility for procuring satisfaction of the Completion Condition and shall use all reasonable endeavours to satisfy or procure the satisfaction of the Completion Condition as soon as possible and in any event on or before the Longstop Date. For the purposes of this clause 5.2, the use of all reasonable endeavours shall include the offering of such commitments or undertakings to the NCA as are reasonably necessary to procure satisfaction of the Completion Condition. No party other than the Purchaser shall be responsible for any costs incurred in connection with the satisfaction of the Completion Condition or compliance with any conditions, commitments or undertakings attached to any Competition Approval.

The Purchaser shall consult with the Institutional Seller before making any communication to the NCA and the Purchaser shall promptly provide to the Institutional Seller details of all communications (including copies of all correspondence) received by it from or sent by it to the NCA in relation to the Transaction, provided that the Purchaser shall be entitled to redact from such communications its business sensitive information before providing them to the Institutional Seller.

The Institutional Seller shall give and cause the Company to give the Purchaser (at its request) such assistance as is reasonably necessary to facilitate the Purchaser fulfilling its filing obligations with respect to clause 5.2 (Satisfaction of the Completion Condition).

The Purchaser shall notify the Sellers in writing as soon as reasonably practicable upon it becoming aware that the Completion Condition has been satisfied and shall provide to the Sellers evidence of the satisfaction of the Completion Condition, such evidence to be to the Institutional Seller's reasonable satisfaction.

Without prejudice to clauses 5.3 (Communications), 5.4 (Assistance) and 5.5 (Notification), the Purchaser shall procure that its application for Competition Approval shall be completed and filed with the NCA as soon as possible. Without prejudice to the foregoing, the Purchaser shall use its best endeavours to complete and file such application within five Business Days after the date of this agreement; however, if filing within such five Business Days is not achievable or prudent (despite the Purchaser having used its best endeavours), the time period for filing such application may be extended with the Institutional Seller's written consent (not to be unreasonably withheld). If the NCA notifies the Purchaser that it is to open an in-depth investigation of the Transaction, then the Purchaser shall promptly complete and file any additional applications or other documents required by the NCA.

If the Completion Condition remains unsatisfied or any Court Order remains in effect by the Longstop Date, either the Purchaser or the Institutional Seller may terminate this agreement. If this agreement terminates in accordance with this clause 5.7:

Until Completion, each Senior Management Seller and Manager undertakes to the Purchaser and to the Institutional Seller that he shall, to the extent that he is reasonably able and legally permitted or entitled to do so by exercising his rights as a shareholder, director and/or employee (as applicable) and except as otherwise expressly provided for in the Transaction Documents, procure that:

or modify an existing contract, lease, license or arrangement which would itself fall, or cause the contract or arrangement to fall, within any of the above sub-clauses or make any bid, tender, proposal or offer which, if accepted by a third party, will create any such contract or arrangement;

The obligations on each Senior Management Seller and Manager in clause 6.1 (Senior Management Seller and Manager undertakings) are given on a several basis only (and not on a joint or joint and several basis).

The Purchaser shall be deemed to have given its approval to a matter referred to in sub-clause 6.1(c) (Senior Management Seller and Manager undertakings) if a written request for approval is delivered to Ted Wozniak or Tim Kolbeck of the Purchaser and the Purchaser does not notify the Institutional Seller Representative and Senior Management Representative of its objection and its reasons for objecting within seventy-two hours of receiving such written request.

The Institutional Seller agrees to use reasonable endeavours to procure that, before the Completion Date:

(i)    the Wandl SPA is duly stamped by HMRC; and

Until Completion, the Institutional Seller undertakes to the Purchaser and the Senior Management Sellers and Managers that it shall not exercise its rights as a shareholder, and that it shall procure (so far as it is able) that no Institutional Seller Director shall exercise his rights as a director of the Company, save to the extent that such action or step is expressly provided for in sub-clause 6.1(d) (Senior Management Seller and Manager undertakings) or the Transaction Documents, to procure that a Group Company takes any of the actions or steps referred to in sub‑clauses 6.1(a), 6.1(b) or 6.1(c) (Senior Management Seller and Manager undertakings) without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed.

If, at any time before Completion, a Seller becomes aware of a Material Adverse Change before Completion, it shall immediately provide written notice to the Purchaser of such Material Adverse Change, including (to the extent reasonably practicable and known to the relevant Seller) reasonable details as to its nature, likely duration, estimated financial impact and steps being taken to mitigate its effect. The Purchaser may then, before Completion has occurred, in its sole discretion, within five Business Days of receiving such written notice, or otherwise becoming aware of such Material Adverse Change, provide written notice to the Sellers that it is aware of a potential Material Adverse Change, including (to the extent reasonably practicable and known to the Purchaser) reasonable details as to its nature, likely duration and estimated financial impact, and within ten Business Days of such notice to the Sellers, terminate this agreement by providing written notice to the Sellers and sub-clauses 5.7(a) and 5.7(b) (Failure to satisfy the Completion Condition) shall apply, mutatis mutandis. Notwithstanding the foregoing, the Purchaser shall have no right to terminate this agreement if a Material Adverse Change occurs after the Purchaser has failed to complete this agreement as required by its terms.

No later than the Business Day before Completion the Institutional Seller shall deliver to the Purchaser:

At Completion:

All documents and items delivered at Completion under sub-clauses 7.2(a) and 7.2(b) (Completion obligations) and Schedule 3 (Completion) shall be held by the recipient to the order of the person delivering the same until such time as Completion shall be deemed to have taken place. Simultaneously with:

the documents and items delivered in accordance with sub-clauses 7.2(a) and 7.2(b) (Completion obligations) and Schedule 3 (Completion) shall cease to be held to the order of the person delivering them and Completion shall be deemed to have taken place.

If the Sellers fail to comply with the provisions of Part 1 of Schedule 3 (Completion), the Purchaser may elect (in addition and without prejudice to all other rights or remedies available to it), by giving notice to the Institutional Seller Representative and the Senior Management Representative:

If the Purchaser fails to comply with the provisions of Part 2 of Schedule 3 (Completion), the Institutional Seller Representative and the Senior Management Representative may jointly elect (in addition and without prejudice to all other rights and remedies available to them), by notice to the Purchaser:

If the Institutional Seller Representative and the Senior Management Representative jointly elect or the Purchaser elects not to complete the purchase or sale of the Shares under clauses 7.4 (Seller failure to complete) or 7.5 (Purchaser failure to complete):

Within 30 days after Completion the Purchaser shall provide the Institutional Seller with the Final Completion Statement together with such information as the Institutional Seller may reasonably require to enable it to verify the Final Completion Statement, including the calculation of the Final Working Capital.

If the Institutional Seller disagrees with the Final Completion Statement it may notify the Purchaser within 60 days after the Institutional Seller's receipt of the Final Completion Statement (such notification being an Objection Notice).

An Objection Notice must set out in reasonable detail the Institutional Seller's reasons for its objection and specify:

If the Institutional Seller issues an Objection Notice in accordance with clauses 8.2 (Objection Notice) and 8.3 (Details required in the Objection Notice), the Institutional Seller and the Purchaser shall use reasonable endeavours to reach agreement in respect of the Final Completion Statement. If such parties are unable to agree the Final Completion Statement within 20 Business Days of delivery of the Objection Notice, either such party may by notice to the other party require that the Disputed Amounts be referred to an independent accountant, being a firm of independent internationally recognised accountants, the identity of which is to be agreed by the Institutional Seller and the Purchaser within seven Business Days of a notice being given by either such party to the other party requiring such agreement or, failing such agreement, to be nominated on the application of either such party by or on behalf of the President of the Institute of Chartered Accountants in England and Wales (Independent Accountants) for final determination in accordance with Schedule 7 (Pro Forma Final Completion Statement).

The Final Completion Statement as:

shall determine the Final Consideration and be final and binding on the parties.

The Purchaser shall make available to the Institutional Seller the Books and Records of the Group Companies which are required by the Institutional Seller for the purpose of verifying the Final Completion Statement. Such access to these Books and Records shall be granted upon reasonable notice by the Institutional Seller and, subject to there being no material disruption to the business of any Group Company, the Purchaser shall procure that such Books and Records are made available to the Institutional Seller for inspection (during working hours) and, where reasonably required for the purpose of dealing with such matters, copying (at the Institutional Seller's expense).

The Institutional Seller and the Other Sellers individually and severally (and thus not jointly or jointly and severally) warrant to the Purchaser that:

A reference in this clause 9.1 to "Seller", "Sellers", "its", "it", "him" or "he" shall be deemed to be a reference only to the relevant Seller giving the relevant Warranty and not to any other person.

The Purchaser warrants to the Sellers and the Exit Bonus Payees that as at the date of this agreement:

bribery or acceptance of or acquiescence in bribery, extortion, facilitation payments or other unlawful or improper means of obtaining or retaining business, commercial advantage or the improper performance of any function or activity.

The Guarantor warrants to the Sellers and the Exit Bonus Payees that as at the date of this agreement:

The Guarantor unconditionally and irrevocably:

The Guarantor's obligations under this agreement shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:

Until all amounts which may be or become payable under this agreement have been irrevocably paid in full, the Guarantor shall not as a result of this agreement or any payment or performance under this agreement be subrogated to any right or security of the Sellers, any of their respective Affiliates or the Exit Bonus Payees or claim or prove in competition with the Sellers, any of their respective Affiliates or the Exit Bonus Payees against the Purchaser or any other person or claim any right of contribution, set-off or indemnity.

The Guarantor shall reimburse the Sellers, any of its Affiliates and the Exit Bonus Payees for all legal and other costs (including any Tax and any interest, penalty or fine in relation thereto) incurred by the Sellers, any of their respective Affiliates or the Exit Bonus Payees in connection with the enforcement of the Guarantor's obligations under this agreement.

No party shall without the consent of the other parties issue any statement or make any announcement concerning the Transaction or any related or ancillary matter before, on or after Completion. Unless directed otherwise by the Institutional Seller or any Institutional Seller Director before Completion, each of the Senior Management Sellers shall also, to the extent that he is reasonably able and legally permitted or entitled to do so by exercising his rights as a shareholder, director and/or employee (as applicable), procure that none of the Group Companies shall issue any statement or make any announcement concerning the Transaction or any related or ancillary matter on or before Completion.

Subject to clauses 13.1 (Restriction), 13.3 (Exceptions for announcements and disclosure) and 13.4 (Exceptions for disclosure only), from the date of this agreement to the date falling two years following the date hereof:

in any way which would compete with the business of the Group Companies.

Nothing in this clause 13 (Announcements and Confidentiality) prevents any announcement being made or any information being disclosed (or being retained and not returned or destroyed):

Nothing in this clause 13 (Announcements and Confidentiality) prevents any information being disclosed (or, where applicable, being retained and not returned or destroyed):

or to a security trustee or agent acting on behalf of one or several banks or other financial institutions which have entered into, or may enter into, any financing agreements with the Purchaser or any person connected with the Purchaser but, before any disclosure to any such person, the Purchaser shall procure that such person is made aware of the terms of this clause 13.4 (Exceptions for disclosure only) and shall use its best endeavours to procure that such person adheres to those terms as if such person were bound by the relevant provisions of this clause 13.4 (Exceptions for disclosure only);

Any notice or other communication to be given in connection with this agreement must be in writing (which includes fax, but (save where expressly stated otherwise) not any other form of Electronic Communication) in English and must be delivered or sent by post or fax to the party to whom it is to be given as follows:

Allen & Overy LLP

marked for the attention of Gordon Stewart, Partner;

HSBC Bank plc

marked for the attention of Michael Kershaw, Chief Investment Officer, Principal Investments;

Viking SeaTech

marked for the attention of William John Bayliss;

Eversheds LLP

marked for the attention of Ted Wozniak, Executive Vice-President, Business Development and Tim Kolbeck, Chief Financial Officer,

with a copy to:

marked for the attention of Ted Wozniak, Executive Vice-President, Business Development and Tim Kolbeck, Chief Financial Officer,

with a copy to:

or at any such other address or fax number of which it or he shall have given notice for this purpose to the other parties. Any notice or other communication sent by post shall be sent by prepaid recorded delivery post (if within the United Kingdom) or by prepaid airmail (if the country of destination is not the same as the country of origin).

Any notice or other communication shall be deemed to have been given:

In proving the giving of any notice or other communication, it shall be sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted by prepaid recorded delivery post or by prepaid airmail or that the fax was properly addressed and transmitted, as the case may be.

This clause 14 (Notices) shall not apply in relation to the service of process which is dealt with in clause 23.3 (Service of process).

On or after Completion each Seller shall (in respect of the Shares held by it only), at the cost of the Purchaser, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as may be required by law or as the Purchaser may from time to time reasonably require to vest any of the Shares in the Purchaser.

For so long after Completion as any Seller or any nominee of it remains the registered holder of any security, it shall hold (or direct the relevant nominee to hold) that security and any distributions, property and rights deriving from it in trust for the Purchaser and shall deal with that security and any distributions, property and rights deriving from it as the Purchaser directs; in particular, that Seller shall exercise all voting rights as the Purchaser directs or shall execute an instrument of proxy or other document which enables the Purchaser or its representative to attend and vote at any meeting of the Company concerned.

For a period of six years following Completion, the Purchaser shall make available to any Seller the Books and Records of the Group Companies which are reasonably required by that Seller for the purpose of dealing with its tax, accounting and regulatory affairs. Such access to these Books and Records shall be granted upon reasonable notice by that Seller and, subject to there being no material disruption to the business of any Group Company, the Purchaser shall procure that such Books and Records are made available to that Seller for inspection (during working hours) and, where reasonably required for the purpose of dealing with such affairs, copying (at that Seller's expense).

As soon as reasonably practicable and in any event no later than three Business Days after Completion, the Purchaser shall procure that the Company (or its relevant subsidiary) pays the Exit Bonuses to each of the Exit Bonus Payees in each case less any PAYE or employee national insurance contributions or any other deductions required by law to be made in respect of the Exit Bonuses.

As soon as reasonably practicable and in any event no later than three Business Days after Completion, the Purchaser shall procure that the Company (or its relevant subsidiary) pays the Transaction Fees to the relevant payees.

Subject to Completion occurring, the Purchaser shall:

provided that nothing in this clause 16.4 (Release of Institutional Seller Directors) is intended to limit or exclude any liability for, or remedy in respect of, fraud.

No party may assign, transfer, charge or otherwise deal with all or any of its rights or obligations under this agreement or grant, declare, create or dispose of any right or interest in it except with the prior written consent of the Institutional Seller (in the case of the Purchaser) or the Purchaser (in the case of the Sellers), not to be unreasonably withheld or delayed, save that:

provided that no Seller shall be under any greater obligation or liability thereby than if such assignment had never occurred and that the amount of loss or damage recoverable by the assignee shall be calculated as if that person had been originally named as the Purchaser in this agreement (and, in particular, shall not exceed the sum which would, but for such assignment, have been recoverable hereunder by the Purchaser in respect of the relevant fact, matter or circumstance).

Unless otherwise expressly stated (or as otherwise agreed in writing in the case of a given payment), each payment to be made under this agreement or any of the Transaction Documents shall be made in £ by transfer of the relevant amount into the relevant account on or before the date the payment is due for value. The relevant account for a given payment is:

Any payment made by the Institutional Seller to the Purchaser under this agreement is made by the Institutional Seller on behalf of the Sellers and any payment by the Purchaser to the Institutional Seller under this agreement is made to the Institutional Seller on behalf of the Sellers, in each case in proportion to their respective shareholdings as set out in the column "Percentage of Consideration" in Schedule 1 (The Sellers), and the Institutional Seller shall distribute any such payment made to it by the Purchaser among the Sellers in those proportions.

If a party defaults in making any payment when due of any sum payable under this agreement or under any of the Transaction Documents, it shall pay interest on that sum from (and including) the date on which payment is due until (but excluding) the date of actual payment (after as well as before judgment) at an annual rate of five per cent (5%), which interest shall accrue from day to day and be compounded monthly.

Save as expressly set out in this agreement, all monies payable under this agreement shall be paid in full without any deduction, withholding, set-off or counterclaim whatsoever (except as may be required by law, in which case any deduction or withholding shall not exceed the minimum amount required to be deducted or withheld under law) and the Purchaser irrevocably waives any such right to set-off or counterclaim against any such monies owed by it to the Sellers or Exit Bonus Payees.

If a party is required by law to make a deduction or withholding in respect of any amount payable under this agreement, (the recipient of such amount being the 'relevant party'), it shall, (save where the deduction or withholding is in respect of payroll taxes in respect of the relevant party), at the same time as the amount which is the subject of the deduction or withholding is payable, make a payment of such additional amount as shall be required to ensure that the net amount received by the relevant party will equal the full amount which would have been received by such party had no such deduction or withholding been required to be made.

Each of the obligations, warranties and undertakings set out in this agreement (excluding any obligation which is fully performed at Completion) shall continue in force after Completion.

Where any obligation, warranty or undertaking in this agreement is expressed to be made, undertaken or given by two or more of the Sellers, they shall (unless otherwise expressly provided to the contrary) be severally (and not jointly or jointly and severally) responsible in respect of it.

Any consent given in accordance with the provisions of this agreement by the Institutional Seller Representative in connection with this agreement shall, provided that such consent is given in

accordance with an express delegation of authority by the other Sellers to the Institutional Seller Representative contained in this agreement, bind all Sellers.

Time is not of the essence in relation to any obligation under this agreement unless:

Subject to any agreement between the Sellers regarding the allocation of certain fees between them (but not any other party), each of the parties shall pay their own costs, charges and other expenses incurred by or in connection with the entering into and completion of this agreement.

Any Transfer Taxes arising in connection with the entry into or performance of this agreement shall be for the account of the Purchaser.

This agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party (including any duly authorised representative of a party) may enter into this agreement by executing a counterpart.

The rights of each party under this agreement:

Delay in exercising or non-exercise of any such right is not a waiver of that right.

No party shall be entitled to terminate or rescind this agreement except under clauses 5.7 (Failure to satisfy the Completion Condition), 6.5 (Material Adverse Change), 7.4 (Seller failure to complete) or 7.5 (Purchaser failure to complete). Save as provided in the foregoing sentence, neither the Purchaser nor the Guarantor shall have no right (including any right under common law or any right in respect of Claims, other than in the case of fraud) to delay or defer Completion or either before or after Completion to rescind or terminate or fail to perform this agreement and shall not be entitled to treat any other party or parties as having repudiated this agreement.

Save in respect of: (i) Matthew Wells and Janice O’Brien in respect of clauses 10 (Purchaser's Warranties and Undertakings), 11 (Guarantor's Warranties and Undertakings), 12 (Guarantee) and 16.2 (Payment of Exit Bonuses); (ii) the Institutional Seller Directors in respect of clause 16.4(Release of Institutional Seller Directors); (iii) the Institutional Seller Representative in respect of clause 21 (Institutional Seller Representative); (iv) the Senior Management Representative in respect of clause 22 (Senior Management Representative); and the Affiliates of the Seller in respect of clause 12 (Guarantee), a

person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. The parties may by agreement terminate or vary any term of this agreement without the consent of any such third party beneficiaries.

The rights and obligations of the Sellers and the Purchaser under this agreement shall continue for the benefit of, and shall be binding on, their respective successors and permitted assigns.

No amendment of this agreement (or of any other Transaction Document) shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to it.

The provisions contained in each clause and sub-clause of this agreement shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid.

This agreement and the other Transaction Documents contain the whole agreement between the parties relating to the transactions contemplated by the Transaction Documents and supersede all previous agreements, whether oral or in writing, between the parties relating to these transactions except the Confidentiality Agreement dated 20 June 2012 between the Institutional Seller and the Purchaser. Except as required by statute, no terms shall be implied (whether by custom, usage or otherwise) into this agreement.

Each party:

The Purchaser further acknowledges that no connected person or adviser of any Seller is authorised to make or give any warranty, representation, statement, undertaking or covenant of any nature on behalf of a Seller in respect of the transaction contemplated by this agreement and that no Seller shall have any liability to it in such respect (whether for vicarious acts or otherwise).

Nothing in this clause 20 (Whole Agreement) limits or excludes any liability for, or remedy in respect of, fraud.

The Institutional Seller Representative shall be entitled to carry out the functions expressly conferred on it by this agreement.

The Institutional Seller Representative shall not be liable to any other Seller for any act or omission in connection with the performance by the Institutional Seller Representative (in that capacity) of his duties, functions and/or role under this agreement, except in the case of his fraud or dishonesty. The Institutional Seller Representative may act upon any instrument or written communication believed by the Institutional Seller Representative to be genuine and to be signed and presented by the proper person(s). Each of the Sellers (except Inflexion, Scott Allan Taylor and Stephen John Curl) hereby undertakes to indemnify and keep indemnified and hold harmless the Institutional Seller Representative from all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred by the Institutional Seller Representative (in that capacity) as a result of the performance of his duties, functions and role as the Institutional Seller Representative under this agreement provided that the Institutional Seller Representative shall not be entitled to indemnification for and in respect of any matter where his actions or inactions are fraudulent or dishonest.

The Senior Management Representative shall be entitled to carry out the functions expressly conferred on him by this agreement.

The Senior Management Representative shall not be liable to any Seller for any act or omission in connection with the performance by the Senior Management Representative (in that capacity) of his duties, functions and/or role under this agreement, except in the case of its fraud or other dishonesty. The Senior Management Representative may act upon any instrument or written communication believed by the Senior Management Representative to be genuine and to be signed and presented by the proper person(s). Each of the Sellers (except Inflexion, Scott Allan Taylor and Stephen John Curl) hereby undertakes to indemnify and keep indemnified and hold harmless the Senior Management Representative from all losses, costs, damages, expenses (including professional fees) and any other liabilities that may be incurred by the Senior Management Representative (in that capacity) as a result of the performance of his duties, functions and role as the Senior Management Representative under this agreement provided that the Senior Management Representative shall not be entitled to indemnification for and in respect of any matter where his actions or inactions are fraudulent or dishonest.

This agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and interpreted in accordance with, English law.

The English courts have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with this agreement (including a dispute, claim or controversy relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the English courts.

Each of the Purchaser and Guarantor irrevocably appoints the Purchaser's Solicitors as its respective agent in England for service of process.

Christopher Forde irrevocably appoints the Senior Management Sellers’ Solicitors as his agent in England for service of process.

Wolfgang Wandl irrevocably appoints the Senior Management Sellers’ Solicitors as his agent in England for service of process.

The parties waive any objection to the English courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.

Each party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action or proceeding arising, directly or indirectly, out of or relating to this agreement or the transactions contemplated by it and to any counterclaim therein (in each case whether based on contract, tort or any other theory and whether predicated on common law, statute or otherwise). Each party (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that it and the other parties have been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this clause 23.5 (Waiver of trial by jury).

AS WITNESS this agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this agreement.

At Completion each Seller shall deliver to the Purchaser:

At Completion the Purchaser shall:

The Purchaser:

If the Purchaser becomes aware of a fact, matter or circumstance which may give rise to a Claim:

The Institutional Seller and the Other Sellers shall not be liable in respect of any Claim unless written notice of it is given by the Purchaser in accordance with paragraph 2 (Initial notice) of this schedule by no later than two years after the Completion Date. Time is of the essence in relation to the provisions of this paragraph.

The liability of the Institutional Seller and the Other Sellers in respect of any Claim shall terminate unless legal proceedings in connection with such Claim are both issued and served within two years after the date on which the Purchaser gives notice of that Claim in accordance with paragraph 2 of this schedule (Initial notice). Time is of the essence in relation to the provisions of this paragraph.

The maximum aggregate liability of the Institutional Seller and the Other Sellers in respect of all Claims shall be limited to 100%, of the amount, after Tax, of Consideration apportioned to such Seller as set out in the column Percentage of Consideration in Part 1 and Part 4 of Schedule 1 (The Sellers), provided that in all circumstances the maximum aggregate liability of each such Seller in respect of all Claims shall not exceed the amount of Consideration so apportioned to such Seller.

Any payment made by the Institutional Seller or any Other Seller in respect of a Claim shall, to the maximum extent possible, be deemed to be a reduction in the Consideration.

The Purchaser shall take all reasonable steps to mitigate any loss or damage which it may suffer as a consequence of any fact, matter or circumstance which may give rise to any Claim.

Without prejudice to the Purchaser's duty to mitigate under paragraph 7 (Mitigation) of this schedule, if in respect of any fact, matter or circumstance which would otherwise give rise to a Claim, the Purchaser, other member of the Purchaser's Group or Group Company is entitled to claim under any policy of insurance in respect of that fact, matter or circumstance, the amount of insurance monies to which the Purchaser or the relevant Group Company is entitled and receives shall reduce that Claim by an equivalent amount.

No Institutional Seller or Other Seller shall have any liability under this agreement in respect of any liability which is contingent or otherwise not capable of being quantified unless (and until) such contingent liability becomes an actual liability or becomes capable of being qualified and gives rise to an obligation to make a payment. Provided a Claim has been notified in accordance with paragraph 2 (Initial notice) of this schedule then no Institutional Seller or Other Seller shall have any liability in respect of such Claim unless legal proceedings in connection with it are commenced within six months of the contingent liability becoming an actual liability or the liability is otherwise capable of being quantified.

The Purchaser waives any and all rights of set-off, counterclaim, deduction or retention against or in respect of any of its payment obligations under this agreement.

If the fact, matter or circumstance giving rise to a Claim is capable of remedy, the relevant person shall have no liability in respect of that Claim unless the relevant fact, matter or circumstance is not remedied within 30 days after the date on which the relevant person is notified of that Claim in accordance with paragraph 2 (Initial notice) of this schedule. The Purchaser shall procure that the relevant person is given the opportunity in that 30 day period to remedy the relevant fact, matter or circumstance and shall provide all reasonable assistance to the relevant person to remedy the relevant fact, matter or circumstance.

No Institutional Seller or Other Seller shall have any liability under or in connection with this agreement in respect of any loss of business or profits, loss of production, loss of opportunity, any indirect or consequential loss or any punitive or aggravated damages.

The Purchaser shall not be entitled to recover damages or otherwise obtain payment, reimbursement or restitution more than once in respect of the same loss, liability, cost, expense or damage.

Save in the case of fraud or dishonesty, no Institutional Seller or Other Seller shall make any claim against any present or former Employee of any Group Company on the basis that it may have relied on any warranty, representation or assurances made by such a person before agreeing any term of or before entering into this agreement (except for any express term of this agreement).

The Institutional Seller and the Other Sellers will not be liable for any Claim to the extent that such Claim arises directly out of or in connection with any fact, matter or circumstance which:

The parties acknowledge that the sole purpose of the preparation of the Final Completion Statement is to determine the adjustments (if any) to be made to the Consideration in accordance with clauses 8.6 (Payment of adjustment) and 8.7 (Adjustments).

The Final Completion Statement shall be prepared as at the Effective Time and in the format set out in Schedule 7 (Pro Forma Final Completion Statement) in respect of the Group on a consolidated basis in accordance with:

The provisions of this schedule and the line items comprising the Completion Statement and Final Completion Statement shall be interpreted so as to avoid double counting (whether positive or negative) of any items to be included in the Net Debt Estimate and the Working Capital Estimate or the Final Net Debt and the Final Working Capital.

The Final Completion Statement shall be prepared on the basis that it relates to the Group as a going concern and exclude any effects of the change of control or ownership of the Group contemplated by this agreement.

The Final Completion Statement shall reflect favourable and unfavourable events occurring up to the date on which the draft of the Final Completion Statement is delivered to the Institutional Seller in accordance with clause 8.1 (Final Completion Statement) to the extent that such events provide evidence of conditions that existed as at the Effective Time.

Assets and liabilities denominated in currencies other than £ shall be translated into £ at the closing spot rate published by the Central European Bank on the last Business Day for which such rate is published before the Completion Date.

Amounts relating to the stock awaiting transfer into the hire fleet shall be excluded from the Final Working Capital (and Working Capital Estimate) and classified as 'Other'. Stock awaiting transfer into the hire fleet primarily relates to wire held in Norway, which will be required in the hire fleet and anchors in Singapore, for use on the Wheatstone project in Australia.

Any amounts relating to the funded or underfunded status and unrecognised actuarial losses or gains in relation to the Norwegian Defined Benefit Pension Scheme, as accounted for under NGAAP (NRS6), shall be classified as 'Other' and excluded from both the Final Working Capital (and Working Capital Estimate) and the Final Net Debt (and the Net Debt Estimate).

The bank guarantees, primarily in relation to office premises in Australia and Singapore and security provided in respect of the VS People trading license in Singapore and deposits which mainly relate to the potential Landcorp property purchase in Australia, cash backed credit cards and other property deposits in Australia shall be excluded from the Final Working Capital (and Working Capital Estimate) and included in the Final Net Debt (and Net Debt Estimate).

The Escrow Moneys (including any accrued interest) in the Escrow Account in favour of Zibo, as defined under the Escrow Agreement between Viking, Zibo and Ince & Co dated 11 June 2012, in relation to the Songa Matter (specifically, to cover the cost of offloading certain anchor chains from Chengdu Port in China), shall be included in Final Working Capital (and Working Capital Estimate) and excluded from Final Net Debt (and the Net Debt Estimate).

The provision relating to the Songa Matter shall be valued at five hundred and eighty four thousand British Pounds Sterling (£584,000) in the Final Completion Statement (except as reduced in accordance with clause 6.1(c)(xvii)). This provision shall be excluded from the Final Working Capital (and Working Capital Estimate) and included in the Final Net Debt (and Net Debt Estimate).

The Institutional Seller Directors' fees and charges shall be excluded from the Final Working Capital (and Working Capital Estimate) and included in the Final Net Debt (and Net Debt Estimate).

Any amounts relating to the Exit Bonuses shall be classified as 'Other' and excluded from both the Final Working Capital (and Working Capital Estimate) and the Final Net Debt (and the Net Debt Estimate).

Any amounts relating to the Transaction Fees shall be classified as 'Other' and excluded from both the Final Working Capital (and Working Capital Estimate) and the Final Net Debt (and the Net Debt Estimate).