EXHIBIT 10.1

 

 

Stock Purchase Agreement

Dated as of March 19, 2010

between

ION Geophysical Corporation

and

BGP Inc., China national Petroleum Corporation

Document No. 80961

 

 

TABLE OF CONTENTS

						Page
1.		Authorization of Sale of the Shares					1
2.		Agreement to Sell and Purchase the Shares					1
		2.1		Purchase and Sale			1
		2.2		Purchase Price			1
		2.3		Convertible Notes and Warrant			1
3.		Delivery of the Shares at the Closing; Conditions to Obligations to Close; Termination					1
		3.1		Closing			2
		3.2		Simultaneous Closings			2
		3.3		Closing Deliveries			2
		3.4		Conditions to the Company’s Obligations			2
		3.5		Conditions to the Purchaser’s Obligations			3
		3.6		Conditions to Both Parties’ Obligations			5
		3.7		Closing Date Shares			6
		3.8		Termination			7
		3.9		Effect of Termination			8
4.		Representations, Warranties and Covenants of the Company					9
		4.1		Organization and Qualification			9
		4.2		Reporting Company; Form S-3			9
		4.3		Authorized Capital Stock			9
		4.4		Rights Agreement			10
		4.5		Issuance, Sale and Delivery of the Shares			10
		4.6		Due Execution, Delivery and Performance of this Agreement			10
		4.7		Accountants			11
		4.8		No Defaults or Consents			11
		4.9		Contracts			12
		4.10		No Actions			12
		4.11		Properties			13
		4.12		No Material Adverse Change			13
		4.13		Intellectual Property			14

TABLE OF CONTENTS
(continued)

						Page
		4.14		Compliance			14
		4.15		Taxes			15
		4.16		Transfer Taxes			15
		4.17		Investment Company			15
		4.18		Securities Law Exemption			15
		4.19		Insurance			15
		4.20		Additional Information			15
		4.21		Price of Common Stock			16
		4.22		Use of Proceeds			17
		4.23		References to the Purchaser			17
		4.24		Related-Party Transactions			17
		4.25		Off-Balance Sheet Arrangements			17
		4.26		Governmental Permits, Etc			17
		4.27		Financial Statements			17
		4.28		Registration and Listing Compliance			18
		4.29		Internal Accounting Controls			18
		4.30		Foreign Corrupt Practices Act			19
		4.31		Employee Relations			19
		4.32		ERISA			19
		4.33		Environmental Matters			20
		4.34		Integration; Other Issuances of Shares			20
		4.35		Disclosure			20
		4.36		Authorization of the Investor Rights Agreement			20
		4.37		Organization Documents			21
5.		Representations, Warranties and Covenants of the Purchaser					21
		5.1		Experience			21
		5.2		Reliance on Exemptions			21
		5.3		Investment Decision			22
		5.4		Risk of Loss			22
		5.5		Legend; Legend Removal			22

TABLE OF CONTENTS
(continued)

						Page
		5.6		Organization; Validity; Enforcements			23
		5.7		Authorization of the Investor Rights Agreement			24
		5.8		Ownership of Common Stock; Filings by the Purchaser			24
6.		Transfers; DTC					25
		6.1		Transfers			25
		6.2		DTC			25
7.		Regulatory Matters					25
		7.1		Further Assurances Regarding Regulatory Matters			25
		7.2		Consultation			26
		7.3		Furnishing of Information			26
		7.4		Communications			26
		7.5		Antitrust Filings			26
		7.6		Avoidance of Impediments			27
		7.7		No Substantial Detriment			27
		7.8		CFIUS Filings			27
8.		No New Issuances and Registrations					27
9.		Registration of the Shares; Compliance with the Securities Act.					28
		9.1		Registration			28
		9.2		Transfer of Shares in Compliance with Securities Laws			28
10.		Indemnification					28
		10.1		Indemnification by the Company			28
		10.2		Claims for Indemnification			29
11.		Notification					30
12.		Miscellaneous					30
		12.1		Amendment and Waiver			30
		12.2		No Waiver			30
		12.3		Assignment			31
		12.4		Parties in Interest; No Third Party Beneficiaries			31
		12.5		Entire Agreement			31
		12.6		Schedules			31

TABLE OF CONTENTS
(continued)

						Page
		12.7		Counterparts			31
		12.8		Section Headings			31
		12.9		Notices			31
		12.10		Dispute Resolution			32
		12.11		GOVERNING LAW			33
		12.12		Language			33
		12.13		Severability			33
		12.14		No Strict Construction			33
		12.15		Survival			33
		12.16		Fees and Expenses			33
		12.17		Further Assurances			33
		12.18		Publicity			34

Index of Defined Terms

Defined Term		Section
1933 Act Rules and Regulations			4.7
1934 Act Rules and Regulations			4.20
Action			4.10
Additional Purchase Price			3.7	(a)(ii)
Affiliate			4.23
Agreement		Introduction
Antitrust Division			7.5
Bank of China			1
Beneficial Owner			5.8	(a)
Business Day			2.3
CFIUS			3.6	(a)
Closing			3.1
Closing Date			3.1
Closing Date Outstanding Shares			3.5	(f)
Code			4.32
Commission			4.10
Common Stock			1
Company		Introduction
Company Benefit Plan			4.32
Confidentiality Agreement			3.9
Convertible Notes			1
DTC			5.5	(b)
ERISA			4.32
Excess Shares			3.7	(a)
Exchange Act			4.2
Exon-Florio			3.6	(a)
FTC			7.5
Governmental Entities			3.6	(b)
HKIAC			12.10	(a)
HSR Act			7.5
Intellectual Property			4.13
JV			3.2	(a)
JV SPA			3.2	(a)
JV Transaction			3.2	(a)
Liens			4.3
Material Adverse Effect			4.10
Outside Date			3.8	(b)
Party or Parties		Introduction
Person			4.23
Pingpong Transactions			3.2
PRC		Introduction
Purchase Price			2.2
Purchaser		Introduction

     THIS STOCK PURCHASE AGREEMENT (this “ Agreement ”) is made as of the 19 ^th day of March 2010, by and between ION Geophysical Corporation (the “ Company ”), a corporation organized under the laws of the State of Delaware, and BGP Inc., China National Petroleum Corporation (the “ Purchaser ”), a company organized under the laws of the People’s Republic of China (the “ PRC ”). Each of the Company and the Purchaser is referred to herein as a “ Party ” and collectively as “ Parties ”.

     IN CONSIDERATION of the representations and warranties and the mutual covenants contained in this Agreement, the Company and the Purchaser agree as follows:

     1.  Authorization of Sale of the Shares . Subject to the terms and conditions of this Agreement, the Company has authorized the issuance and sale to the Purchaser of a certain number of shares (the “ Shares ”) of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”) and the preferred stock purchase rights appurtenant thereto (the “ Rights ”) equal to (i) 23,789,536 (which is the number of Shares of the Company that is equal to 19.99% of the Shares issued and outstanding as of October 21, 2009), minus (ii) the sum of the number of shares of Common Stock (if any) issued upon (A) any exercises of the Warrant (as defined below) and (B) any conversions of the Convertible Notes (as defined below).

     For purposes of this Agreement, (i) “ Warrant ” means that certain warrant issued by the Company to the Purchaser pursuant to that certain Warrant Issuance Agreement, dated as of October 23, 2009, by and between the Company and the Purchaser and (ii) “ Convertible Notes ” means, collectively, (A) that certain Convertible Promissory Note, dated October 23, 2009, issued by the Company to the Bank of China, New York Branch (“ Bank of China ”), and (B) that certain Convertible Promissory Note (Foreign Borrower), dated October 23, 2009, issued by ION International S.à r.l., a Luxembourg private company, to Bank of China.

     2.  Agreement to Sell and Purchase the Shares .

          2.1 Purchase and Sale . At the Closing (as defined in Section 3 ), the Company will, subject to the terms of this Agreement, issue and sell to the Purchaser and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the Shares for the consideration specified in Section 2.2 .

          2.2 Purchase Price . The Purchaser agrees to pay to the Company at the Closing an aggregate purchase price for the Shares (the “ Purchase Price ”) equal to the product of (i) the number of Shares calculated pursuant to Section 1 , multiplied by (ii) US$2.80 per Share, by delivery of immediately available funds by wire transfer.

          2.3 Convertible Notes and Warrant . At least three (3) Business Days prior to the Closing, the Purchaser shall deliver a notice to the Company setting forth its intent with respect to its conversion or repayment of the Convertible Notes and/or a notice setting forth whether the Purchaser will exercise the Warrant. The term “ Business Day ” for purposes of this Agreement shall mean any day except a Saturday, Sunday or any other day on which commercial banks in the U.S. or the PRC are required or authorized by Law to close.

     3.  Delivery of the Shares at the Closing; Conditions to Obligations to Close; Termination .

          3.1 Closing . The completion of the purchase and sale of the Shares (the “ Closing ”) shall take place, subject to the satisfaction or waiver of all conditions to the Closing set forth in Sections 3.3 , 3.4 and 3.5 , at the offices of Sullivan & Cromwell LLP, Suite 501, China World Trade Center Tower 1, One Jianguo Menwai Avenue, Beijing, PRC, at 10:00 a.m., on a date jointly designated by the parties hereto, which shall not be later than ten (10) Business Days following the first date on which all conditions set forth in Sections 3.3 , 3.4 and 3.5 have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) (such a date, the “ Closing Date ”); provided that the Closing Date shall not be later than March 31, 2010.

          3.2 Simultaneous Closings . The Parties acknowledge and agree that the transactions contemplated by this Agreement are an integral part of the transactions contemplated by the Parties and that, each of the following shall be consummated simultaneously with the Closing (collectively with the transactions contemplated hereby, the “ Pingpong Transactions ”):

     (a) the consummation of the sale by the Company of a 51% equity interest of the subsidiary of the Company (the “ JV ”) to the Purchaser, as described in that certain Share Purchase Agreement dated as of the date hereof (the “ JV SPA ”) and the consummation of the other transactions contemplated by the JV SPA, including the other Transaction Documents (as defined in the JV SPA) (collectively, the “ JV Transaction ”);

     (b) the conversion in whole or in part of the Convertible Notes and/or the exercise in whole or in part of the Warrant pursuant to their respective terms; and

     (c) the consummation of the Refinancing (as defined below).

          3.3 Closing Deliveries . At the Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the Purchase Price by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, evidencing the number of Shares as determined pursuant to Section 1 above (along with certificate(s) evidencing the Shares acquired pursuant to Section 3.2(b) upon conversion of the Convertible Notes and and/or any exercise of the Warrant) and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), provided by Section 4(2) thereof and Rule 506 thereunder.

          3.4 Conditions to the Company’s Obligations . The Company’s obligation to complete the sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions (which may be waived in writing by the Company):

     (a) receipt by the Company, at the Closing, of same-day funds in the full amount of the Purchase Price (along with funds representing the exercise price with respect to any exercise of the Warrant pursuant to Section 3.2(b) );

     (b) the accuracy of each of the representations and warranties made by the Purchaser as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation and warranty shall be accurate as of such earlier or later date) and the fulfillment in all material respects of those undertakings of the Purchaser to be fulfilled prior to the Closing;

     (c) on or prior to the Closing Date, certain commercial lender(s) procured by the Purchaser shall have entered into a new revolving line of credit with the Company in the amount of US$100 million;

     (d) on or prior to the Closing Date, certain commercial lender(s) procured by the Purchaser shall have refinanced the Company’s currently existing approximately US$110.8 million term A loan (together with the transactions set forth in Section 3.4(c) , the “ Refinancing ”);

     (e) the Purchaser shall have, prior to or contemporaneously with the Closing under this Agreement, completed (i) the contribution of certain of its assets to the entity that will comprise the JV and the purchase of a 51% equity interest pursuant to the JV SPA and (ii) the transactions to be performed by the Purchaser related thereto at or prior to the Closing as described in the JV SPA; and

     (f) on the Closing Date, the Purchaser shall have duly executed and delivered to the Company an Investor Rights Agreement in substantially the form set forth as Exhibit A hereto (the “ Investor Rights Agreement ”), which when effective shall replace, and cause to be terminated, that certain Registration Rights Agreement, dated as of October 23, 2009, between the Company and the Purchaser.

          3.5 Conditions to the Purchaser’s Obligations . The Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay the Purchase Price for the Shares evidenced thereby shall be subject to the following conditions (which may be waived in writing by the Purchaser):

     (a) the accuracy of each of the representations and warranties made by the Company as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation and warranty shall be accurate as of such earlier or later date) and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing;

     (b) the delivery to the Purchaser legal opinions substantially similar in substance to the forms of opinions attached as Exhibit B hereto by (i) David L.

Roland, Esq., Senior Vice President, General Counsel and Corporate Secretary of the Company, and (ii) Mayer Brown LLP, outside securities counsel to the Company;

     (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of the Closing Date and (ii) the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the Closing Date without violating its Restated Certificate of Incorporation or its Amended and Restated Bylaws;

     (d) receipt by the Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date:

     (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement, including the issuance of the Shares, and under the Pingpong Transactions;

     (ii) certifying the current versions of the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company; and

     (iii) certifying as to the signatures and authority of the Persons signing this Agreement and related documents on behalf of the Company;

     (e) receipt by the Purchaser of a certificate of good standing for the Company for its jurisdiction of incorporation and a certificate of qualification as a foreign corporation for the Company for any jurisdictions in which it is qualified to transact business as a foreign corporation;

     (f) receipt by the Purchaser, at the Closing, of a certificate from the Company’s transfer agent certifying as to the number of shares of Common Stock outstanding as of the close of business on the last Business Day preceding the Closing Date (the “ Closing Date Outstanding Shares ”);

     (g) there shall have been no suspensions in the trading of the Common Stock as of the Closing Date;

     (h) on the Closing Date, the Company shall have duly executed and delivered to the Purchaser the Investor Rights Agreement;

     (i) the Shares shall have been duly authorized for listing on The New York Stock Exchange, subject only to official notice of issuance; and

     (j) the Company shall have, prior to or contemporaneously with the Closing under this Agreement, (1) fulfilled all its obligations and taken all actions necessary to complete the Restructuring (as set forth in Section 5.7 of the JV SPA) and (2) completed the transactions to be performed by the Company at or prior to the Closing as part of the JV Transaction.

          3.6 Conditions to Both Parties’ Obligations . The respective obligations of the Purchaser and the Company to consummate the transactions contemplated in this Agreement shall be subject to the following mutual conditions:

     (a) (i) The Committee on Foreign Investment in the United States (“ CFIUS ”) shall have provided notice to the Parties to the effect that a review or investigation of the transactions contemplated by this Agreement has been concluded, and that a determination has been made that the transaction is not a covered transaction subject to CFIUS review or (ii) the period of time for any applicable review process by CFIUS and any subsequent Presidential decision whether to take action under the Exon-Florio Provision of the Defense Production Act of 1950, 50 U.S.C. app. § 2170, as amended (“ Exon-Florio ”) shall have expired, and the President of the U.S. shall not have taken action to block or prevent the consummation of the transactions contemplated by this Agreement under Exon-Florio on the basis that they threaten to impair the national security of the United States or otherwise;

     (b) the approvals or authorizations of, filings and registrations with, and notifications to, all governmental or regulatory authorities (collectively, “ Governmental Entities ”) required for the Purchaser’s acquisition of the Shares (collectively, the “ Required Approvals ”) shall have been obtained or made and shall be in full force and effect and all waiting periods under the Required Approvals shall have expired or been terminated, in each case without the imposition of any procedural or substantive requirement, term, condition or consequence the acceptance of which would materially adversely alter (A) the Purchaser’s or any of its Affiliates’ (as defined in Section 4.23 ) ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement, (B) the Company’s or any of its Affiliates’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Agreement or (C) the Purchaser’s ability to acquire, hold and dispose of the Shares (or vote the Shares) and realize the economic incidents of ownership of such Shares (any such alteration being referred to above in this Section 3.6(b) as a “ Substantial Detriment ”), and no provision of any applicable law or regulation, judgment, injunction, order or decree shall be in effect that would prohibit the Closing, and no Governmental Entity shall have instituted an investigation or proceeding that could result in such a judgment, injunction, order or decree; and

     (c) without limiting the generality of Section 3.6(b) , without any Substantial Detriment, all filings required under the HSR Act (as defined in

Section 7.5 ) with respect to the transactions contemplated by this Agreement shall have been made and any required waiting period (and any extensions thereof) under the HSR Act applicable to the transactions contemplated by this Agreement shall have been terminated without action by the Antitrust Division (as defined in Section 7.5 ) or the FTC (as defined in Section 7.5 ) to prevent consummation of the transactions contemplated by this Agreement.

          3.7 Closing Date Shares .

     (a) The Purchaser and the Company acknowledge and agree that if on the Closing Date the number of shares of Common Stock representing 19.99% of the Closing Date Outstanding Shares exceeds 23,789,536 by 1,000,000 or more shares (such excess shares of Common Stock, the “ Excess Shares ”), then the Purchaser shall have the right but not the obligation to:

     (i) require the Company to use the Company’s reasonable best efforts to obtain all Required Approvals and all applicable requisite consents, approvals or ratifications of the stockholders of the Company (“ Stockholder Consents ”) in connection with the issuance and sale of such Excess Shares (and immediately following the exercise of such right, the Company shall take all actions, necessary or advisable for securing such Required Approvals and Stockholder Consents); and

     (ii) subject to the receipt of such Required Approvals and Stockholder Consents as set forth in Section 3.7(a)(i) , require the Company to issue and sell to the Purchaser such Excess Shares and associated Rights for a consideration equal to $2.80 multiplied by the number of such Additional Shares (such amount, the “ Additional Purchase Price ”), all pursuant to and in accordance with the terms and conditions of this Agreement.

     (b) On a date and time mutually agreed upon by the Parties (the “ Subsequent Closing Date ”) that shall occur within five (5) Business Days after the Company has received all such Required Approvals and Stockholder Consents, the closing of the exercise by the Purchaser of its rights to purchase such Excess Shares (the “ Subsequent Closing ”) shall take place at the offices of Sullivan & Cromwell LLP, Suite 501, China World Trade Center Tower 1, One Jianguo Menwai Avenue, Beijing, PRC. At the Subsequent Closing, the Purchaser shall deliver, in immediately available funds, the full amount of the Additional Purchase Price by wire transfer to an account designated by the Company and the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, evidencing the number of Excess Shares and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act provided by Section 4(2) thereof and Rule 506 thereunder. In addition, at the Subsequent Closing

     (i) the Company shall deliver to the Purchaser a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Subsequent Closing Date, to the effect that (A) the representations and warranties of the Company set forth herein are true and correct as of the Subsequent Closing Date (except to the extent that any such representation or warranty expressly speaks as of a specified date, in which case such representation and warranty shall be accurate as of such specified date) and (B) the Company has satisfied all the conditions herein on its part to be performed or satisfied on or prior to the Subsequent Closing Date without violating its Restated Certificate of Incorporation or its Amended and Restated Bylaws, and the Excess Shares have been duly authorized for listing on The New York Stock Exchange, subject only to official notice of issuance;

     (ii) the Company shall deliver to the Purchaser legal opinions substantially similar in substance to the forms of opinions attached as Exhibit B hereto by (i) David L. Roland, Esq., Senior Vice President, General Counsel and Corporate Secretary of the Company, and (ii) Mayer Brown LLP, outside securities counsel to the Company with respect to such Additional Shares; and

     (iii) the Purchaser shall deliver to the Company a certificate executed by an authorized officer of the Company, dated as of the Subsequent Closing Date, to the effect that (A) the representations and warranties of the Purchaser set forth herein are true and correct as of the Subsequent Closing Date (except to the extent that any such representation or warranty expressly speaks as of a specified date, in which case such representation and warranty shall be accurate as of such specified date) and (B) the Company has satisfied all the conditions herein on its part to be performed or satisfied on or prior to the Subsequent Closing Date; and

     (iv) each of the Company and the Purchaser reaffirm their respective representations and warranties as of the Subsequent Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation and warranty shall be accurate as of such earlier or later date) and reaffirm that it has fulfilled in all material respects those undertakings of such Party to be fulfilled prior to the Subsequent Closing.

          3.8 Termination . This Agreement may be terminated at any time prior to the Closing:

     (a) by the mutual written consent of the Purchaser and the Company.

     (b) by either the Purchaser or the Company giving notice of such termination to the other if the Closing shall not have occurred by March 31, 2010 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 3.8(b) shall not be available to any Party whose material breach of this Agreement, or whose failure to fulfill any obligation under this Agreement, shall have been the cause of, or shall have resulted in, the failure of a condition to the Closing to occur on or prior to such date;

     (c) by either the Purchaser or the Company in the event that any of the conditions to the Parties’ obligations set forth in Section 3.6 have not been satisfied on or before the Outside Date;

     (d) by either the Purchaser or the Company in the event that any other Governmental Entity shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement or any of the other Pingpong Transactions referred to in Section 3.2 hereof, and such order, decree, ruling or other action shall have become final and non-appealable;

     (e) by the Purchaser in the event that (i) the conditions to the Purchaser’s obligations to close pursuant to Section 3.5 have not been satisfied or waived on or before the Outside Date, or (ii) any event, condition or circumstance shall have occurred or be existing that constitutes a Material Adverse Effect (as that term is defined in Section 4.10 hereof), and such failure to perform, breach, condition or circumstance is not cured within thirty (30) days following written notice thereof from the Purchaser to the Company;

     (f) by the Company in the event that the conditions to the Company’s obligations to close pursuant to Section 3.4 have not been satisfied or waived on or before the Outside Date; or

     (g) automatically upon the termination of the JV SPA in accordance with its terms.

          3.9 Effect of Termination . In the event of the termination of this Agreement by the Purchaser or the Company pursuant to Section 3.8 , written notice of termination shall be given by the terminating Party to the other Party, and this Agreement shall, without further action by either Party hereto, forthwith terminate and be rendered null and void and there shall be no liability on the part of either Party hereto to the other Party or to its Affiliates, directors, officers or employees, except (i) that nothing shall relieve either Party from liability for any breach of this Agreement by such Party; (ii) for the Parties’ respective obligations under Section 10 , Section 12.9 , Section 12.10 , Section 12.11 , Section 12.15 , Section 12.16 and Section 12.18 ; and (iii) the respective rights and obligations of the Parties under that certain Non-Disclosure Agreement, dated as of August 7, 2009 (the “ Confidentiality Agreement ”), shall continue in full force and effect in accordance with its terms. Without limitation of the generality of any of the foregoing, upon the termination of this Agreement, (i) any and all obligations of the Parties to negotiate, discuss, communicate and deal exclusively with each other with regards to

contemplating any acquisition or purchase of any equity securities of the Company or any of its Subsidiaries (other than pursuant to the Warrant or the Convertible Notes) or any of the Company’s business segments or groups, or any contribution of properties and assets by the Parties to (or any formation of) any joint venture or similar enterprise by and among the Parties and/or their Affiliates contained in Article (F)(3) of the Term Sheet entered into by the Parties on October 23, 2009 (the “ Transaction Term Sheet ”), shall thereupon be terminated, extinguished and rendered null and void for all purposes whatsoever and neither Party shall thereupon have any liability to the other Party with respect thereto.

     4.  Representations, Warranties and Covenants of the Company. The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

          4.1 Organization and Qualification . The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and the Company is qualified to transact business as a foreign corporation in each jurisdiction in which qualification is required, except where the failure to so qualify would neither have nor reasonably be expected to have a Material Adverse Effect (as defined in Section 4.10 below). Each subsidiary (as defined under Rule 405 promulgated under the Securities Act) of the Company (each, a “ Subsidiary ” and collectively, the “ Subsidiaries ”) are listed on Exhibit C to this Agreement. Each Subsidiary is a direct or indirect wholly owned subsidiary of the Company. Each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is qualified to transact business as a foreign corporation in each jurisdiction in which qualification is required, except where failure to so qualify would neither have nor reasonably be expected to have a Material Adverse Effect.

          4.2 Reporting Company; Form S-3 . The Company is not an “ineligible issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to register the resale of the Shares by the Purchaser on a registration statement on Form S-3 under the Securities Act. The Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and has filed all reports (including applicable exhibits thereto) required thereby during the past three years. Provided that the Purchaser is not deemed to be an underwriter with respect to any Shares and except as provided on Schedule 4.2 hereto, to the Company’s knowledge, there exist no facts or circumstances (including without limitation any required approvals or waivers or any circumstances that may delay or prevent the obtaining of accountant’s consents) that reasonably could be expected to prohibit the preparation and filing of a registration statement on Form S-3 that will be available for the resale of the Shares by the Purchaser.

          4.3 Authorized Capital Stock . Set forth in Schedule 4.3 is the Company’s capital structure as of the date hereof; the issued and outstanding shares of Common Stock (a) have been duly authorized and validly issued, (b) are fully paid and nonassessable, (c) have been issued in compliance with all federal and state securities laws and, (d) except for those granted therein by the holders thereof (other than the Company), are free and clear of all security interests, liens, pledges, mortgages or other encumbrances, whether arising voluntarily, involuntarily or by operation of law (“ Liens ”), and (e) were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Schedule 4.3 and except for the stock options or other equity incentives that have been

issued since March 1, 2010, the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. With respect to each of the Subsidiaries, (i) all of the issued and outstanding shares of such Subsidiary’s capital stock (or equity interests in the case of non-corporate entities) have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities and were not issued in violation of any contract or agreement to which the Company is a party; and (ii) there are no outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of such Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. The Company has no current plans or intentions to issue any additional shares of Common Stock between the date hereof and the Closing, except for stock options or other equity incentives under the Company’s existing employee benefit or compensation plans or Common Stock issued pursuant to the conversion of other capital stock outstanding as of the date hereof, the conversion of the Convertible Notes, the exercise of the Warrant or as otherwise contemplated in this Agreement.

          4.4 Rights Agreement . The Rights Agreement, dated as of December 30, 2008, between the Company and Computershare Trust Company, N.A., as Rights Agent, (the “ Rights Agreement ”), has been duly authorized, executed and delivered by the Company. The Rights have been duly authorized by the Company and, when issued upon issuance of the Shares, will be validly issued. The Series A Junior Participating Preferred Stock, par value $0.01 per share (the “ Rights Preferred ”), has been duly authorized by the Company and validly reserved for issuance. Upon the exercise of the Rights in accordance with the terms of the Rights Agreement, the Rights Preferred, Common Stock or other securities issued pursuant to the Rights Agreement will be validly issued, fully paid and non-assessable.

          4.5 Issuance, Sale and Delivery of the Shares . The issuance and sale of the Shares have been duly authorized by the Company and the Shares, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase any shares of Common Stock of the Company exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement that have not been waived or complied with. Except as set forth on Schedule 4.5 , no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intention to file the Registration Statement (as defined in Section 9.1(a) ) to require the Company to register the sale of any capital stock owned by such stockholder under the Registration Statement. No further approval or authority of the Company’s stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

          4.6 Due Execution, Delivery and Performance of this Agreement . The Company has full legal right, corporate power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized,

executed and delivered by the Company. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and judicial decisions of general application relating to or affecting the enforcement of creditors’ rights generally and the application of general equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities law or the public policy underlying such laws. The execution and performance of this Agreement and, when executed and delivered, the Investor Rights Agreement by the Company and the consummation of the transactions contemplated herein and therein will not violate any provision of the Restated Certificate of Incorporation or Restated Bylaws of the Company or the organizational documents of any Subsidiary. The execution and performance of this Agreement and, when executed and delivered, the Investor Rights Agreement will not result in the creation of any Liens upon any material assets of the Company or any Subsidiary pursuant to the terms or provisions of, or will not conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which any of the Company or any Subsidiary is a party or by which any of the Company or any Subsidiary or their respective properties may be bound or affected, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Company or any Subsidiary or any of their respective properties. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required for the execution and delivery of this Agreement and, when executed and delivered, the Investor Rights Agreement by the Company or the consummation by the Company of the transactions contemplated by this Agreement and the Investor Rights Agreement, except for compliance with state and federal securities laws applicable to the offering of the Shares and such as may be required by the bylaws and rules of the Financial Industry Regulatory Authority, Inc. or The New York Stock Exchange, Inc.

          4.7 Accountants . Ernst & Young LLP, who has audited the consolidated financial statements and the related notes and schedules thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, are registered independent public accountants as required by the Securities Act and the rules and regulations promulgated thereunder (the “ 1933 Act Rules and Regulations ”) and by the rules of the Public Accounting Oversight Board.

          4.8 No Defaults or Consents . Neither the execution, delivery or performance of this Agreement or, when it is executed and delivered, the Investor Rights Agreement, by the Company, nor the consummation of any of the transactions contemplated hereby and thereby (including, without limitation, the issuance and sale by the Company of the Shares) and thereby will give rise to a right to terminate or accelerate the due date of any payment due under or conflict with or result in the breach of any term or provision of, or constitute a default (or an event that with notice or lapse of time or both would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any Liens upon any properties or assets of the Company or its Subsidiaries pursuant to the terms of, any material indenture, loan agreement, credit agreement, mortgage, deed of trust or other agreement or

instrument to which the Company or any of its Subsidiaries is a party or by which either the Company or its Subsidiaries or any of its or their properties or businesses is bound, or violate any material franchise, license or permit, or violate any judgment, decree, order, statute, rule or regulation applicable to the Company or any of its Subsidiaries or violate any provision of the charter or by-laws of the Company or any of its Subsidiaries, except for such consents or waivers that have already been obtained and are in full force and effect.

          4.9 Contracts . The material contracts to which the Company is a party that have been filed as exhibits to the SEC Documents (as defined in Section 4.20 ) have been duly and validly authorized, executed and delivered by the Company and constitute the legal, valid and binding agreements of the Company, enforceable by and against it in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and judicial decisions of general application relating to enforcement of creditors’ rights generally, and the application of general equitable principles relating to or affecting the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities laws or the public policy underlying such laws.

          4.10 No Actions . There are no governmental suits, investigations or proceedings pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary before the United States Securities and Exchange Commission (the “ Commission ”) or the United States Department of Justice. Except as disclosed in the SEC Documents, there are no other legal or governmental actions, suits, investigations or proceedings pending or, to the Company’s knowledge, threatened against the Company or any Subsidiary before or by any arbitrator, court, regulatory body or administrative agency or any other governmental agency or body, domestic or foreign (each, an “ Action ”), which Actions, would reasonably be expected to have a Material Adverse Effect. There has not been in the three (3) year period prior to the date hereof, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or executive officer of the Company with regard to the Company. Upon the reasonable request of the Purchaser, the Company shall provide to the Purchaser a written summary of the status of the Actions disclosed in the SEC Documents. The Company has not received, nor is the Company aware of, any stop order or other order from the Commission suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. No labor disturbance by the employees of the Company exists or, to the Company’s knowledge, is imminent, that would have or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary is a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental agency or body. None of the currently pending or, to the Company’s knowledge, currently threatened, Actions against the Company will, if determined against the Company by a court or other body of competent jurisdiction, reasonably be expected to have a Material Adverse Effect. For the purposes of this Agreement, the term “ Material Adverse Effect ” shall mean any event, occurrence, fact, condition, change, development or effect that has or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, assets, liability, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its Subsidiaries, taken as a whole, or on the transactions contemplated hereby or by the agreements

and instruments to be entered into in connection herewith or therewith, or on the authority or ability of the Company to perform its obligations hereunder and/or under any of the agreements to which it is bound in connection with the Pingpong Transactions; provided, however , that in determining whether a Material Adverse Effect has occurred with respect to the Company and its Subsidiaries, there shall be excluded any effect on the Company and its Subsidiaries relating to or arising in connection with: (a) any action required to be taken or, the failure to take any action prohibited from being taken, pursuant to the terms and conditions of this Agreement; (b) changes affecting the economies of Canada, the United States, the PRC or any foreign market where the Company or its Subsidiaries have material operations or sales generally (provided in each case that such changes do not have a unique or disproportionate impact on the Company, such Subsidiaries or their respective businesses); (c) changes in, or events or conditions affecting, the seismic, petroleum drilling or services industries generally, including, without limitation, changes resulting from the price of oil, gas, natural gas liquids or other hydrocarbon products (provided in each case that such changes do not have a unique or disproportionate impact on the Company and its Subsidiaries); (d) any natural disaster or hostilities, acts of war or terrorism or any material escalation of any such hostilities, acts of war or terrorism existing as of the date hereof; or (e) any action to which the Purchaser has expressly consented in writing after the Company has explicitly informed and consulted with the Purchaser.

          4.11 Properties . The Company and each Subsidiary has good and valid title to all items of tangible personal property described as owned by it in the consolidated financial statements included in the SEC Documents, in each case free and clear of all Liens except for those disclosed in the SEC Documents, or those, individually or in the aggregate, that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries or (ii) would neither have nor reasonably be expected to have a Material Adverse Effect. Any real property described in the SEC Documents as being leased by the Company or any Subsidiary that is material to the business of the Company and its Subsidiaries, taken as a whole, is held by them under valid, existing and enforceable leases, except those that, individually or in the aggregate, (A) do not materially interfere with the use made or proposed to be made of such property by the Company and its Subsidiaries or (B) would neither have nor reasonably be expected to have a Material Adverse Effect.

          4.12 No Material Adverse Change . Except as disclosed in the SEC Documents, since December 31, 2008, (i) the Company and its Subsidiaries have not incurred any material liabilities or obligations, indirect or contingent, or entered into any material agreement or other transaction that is not in the ordinary course of business or that is not required to be reflected in the Company’s consolidated financial statements pursuant to applicable accounting principles or that could reasonably be expected to result in a material reduction in the future earnings of the Company; (ii) the Company and its Subsidiaries have not sustained any material loss or material interference with their businesses or properties from fire, flood, windstorm, accident, acts of terrorism or other calamity not covered by insurance; (iii) the Company and its Subsidiaries have not paid or declared any dividends or other distributions with respect to their capital stock and neither of the Company nor any Subsidiary is in material default in the payment of principal or interest on any outstanding long-term debt obligations; (iv) there has not been any material change in the capital stock of the Company or its Subsidiaries other than the sale of the Shares hereunder and shares or options issued (and repurchased) pursuant to employee equity incentive plans or purchase plans approved by the Company’s Board of Directors, or indebtedness

material to the Company or its Subsidiaries (other than in the ordinary course of business and any required scheduled payments); (v) the Company has not changed any accounting methods, had significant disputes with its accountant on any accounting treatment related matters or changed its accountant in the past twelve-month period, and (vi) there has not occurred any event that has caused or would reasonably be expected to cause a Material Adverse Effect.

          4.13 Intellectual Property . Except as disclosed in the SEC Documents, (i) the Company and each Subsidiary owns or has obtained valid and enforceable licenses or options for the inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, copyrights and trade secrets necessary for the conduct of its respective business as currently conducted (collectively, the “ Intellectual Property ”); and (ii) (a) there are no third parties who have any ownership rights or other claims to any Intellectual Property that is owned by, or has been licensed to, the Company or any Subsidiary for the products and services of the Company and its Subsidiaries described in the SEC Documents that would preclude the Company or any Subsidiary from conducting its business as currently conducted and have or reasonably be expected to have a Material Adverse Effect, except for the ownership rights of the owners of the Intellectual Property licensed or optioned by the Company or any Subsidiary; (b) there are currently no sales of any products or the provision of services that would constitute an infringement by third parties of any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, which infringement would have or reasonably be expected to have a Material Adverse Effect; (c) there is no pending or, to the Company’s knowledge, threatened Action or claim by others challenging the rights of the Company or any Subsidiary in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, other than claims that would neither have nor reasonably be expected to have a Material Adverse Effect; (d) there is no pending or, to the Company’s knowledge, threatened Action or claim by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary, other than Actions or claims that would neither have nor reasonably be expected to have a Material Adverse Effect; and (e) except as set forth in Schedule 4.13, there is no pending or, to the Company’s knowledge, threatened Action or claim by others that the Company or any Subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary right of others, other than Actions and claims that would neither have nor reasonably be expected to have a Material Adverse Effect.

          4.14 Compliance . Neither the Company nor any of its Subsidiaries have been advised, nor do any of them have any reason to believe, that it is not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, including, without limitation, all applicable local, state and federal environmental laws and regulations, except where failure to be so in compliance would neither have nor reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice, except as set forth in Schedule 4.14, of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by with it or any of its properties is bound (whether or not such default or violation has been waived), other than such defaults, claims or violations that individually or in the aggregate would neither have nor reasonably be expected to have a Material Adverse Effect.

          4.15 Taxes . The Company and each Subsidiary has filed all required tax returns, and all such tax returns are true, correct and complete in all material respects. The Company and each Subsidiary has fully paid all taxes shown as due thereon, except for any claims for refund with respect thereto. Neither the Company nor any Subsidiary has knowledge of any deficiency or assessment with respect to liabilities for any material taxes that has been or might be asserted or threatened against it, which has not been fully paid or finally settled, unless being contested in good faith through appropriate proceedings and for which adequate reserves are reflected in the Company’s consolidated financial statements. All tax liabilities accrued through the date hereof have been, and all tax liabilities accrued through the Closing Date will be, adequately reserved for in the Company’s consolidated financial statements.

          4.16 Transfer Taxes . On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection with the transactions contemplated by this Agreement will be, or will have been, fully paid by the Company and all laws imposing such taxes will be or will have been fully complied with.

          4.17 Investment Company . The Company is not an “investment company” or “promoter” or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission promulgated thereunder.

          4.18 Securities Law Exemption . The Company has not taken, nor will it hereafter take, any action to sell, offer for sale or solicit offers to buy any securities of the Company that could result in the sale of the Shares pursuant to this Agreement not being exempt from the registration requirements of Section 5 of the Securities Act.

          4.19 Insurance . The Company maintains insurance underwritten by insurers of recognized financial responsibility, of the types and in the amounts that the Company reasonably believes is adequate for its business operations, including, but not limited to, (a) insurance covering all real and personal property owned or leased by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, and (b) directors’ and officers’ liability insurance covering the officers and directors of the Company, with such deductibles as are customary for companies in the same or similar business, all of which insurance is in full force and effect.

          4.20 Additional Information . The information contained in the following documents (the “ SEC Documents ”), which the Company has furnished to the Purchaser (or will furnish prior to the Closing) or which are otherwise available through the Commission’s EDGAR system, as of the dates thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading:

     (a) the Company’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2008 and December 31, 2009;

     (b) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009;

     (c) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009, as amended by Form 10-Q/A filed with the Commission on November 9, 2009;

     (d) the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009;

     (e) the Company’s Definitive Proxy Statement for the Annual Meeting of Stockholders held on May 27, 2009;

     (f) the Company’s Schedule TO filed on April 9, April 24 and December 23, 2009;

     (g) the Company’s Current Reports on Form 8-K filed or furnished on January 5, 2009, January 5, 2009, January 9, 2009, January 29, 2009, February 27, 2009, March 4, 2009, March 24, 2009, April 1, 2009, May 6, 2009, May 29, 2009, June 2, 2009, June 5, 2009, June 15, 2009, June 22, 2009, July 1, 2009, August 6, 2009, October 6, 2009, October 8, 2009, October 15, 2009, October 27, 2009 (as amended by the Company’s Current Report on Form 8-K/A filed on October 29, 2009), November 4, 2009, December 3, 2009, January 14, 2010, February 1, 2010 and February 17, 2010;

     (h) the description of the Company’s common stock contained in its Registration Statement on Form 8-A filed on October 17, 1994, as amended by the Company’s Current Reports on Form 8-K filed with the Commission on March 8, 2002, December 20, 2007 and February 28, 2008, respectively; and

     (i) all other documents, if any, filed by the Company (excluding Current Reports on Form 8-K (or the portions thereof) furnished under Item 2.02 or Item 7.01 of Form 8-K) with the Commission since December 31, 2008 pursuant to the reporting requirements of the Exchange Act.

     Except with respect to the filing set forth in Section 4.20(c) (that has been amended as described therein), the SEC Documents at the time they became effective or were filed with or furnished to the Commission, as the case may be, complied in all material respects with the requirements of the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder (the “ 1934 Act Rules and Regulations ” and, together with the 1933 Act Rules and Regulations, the “ Rules and Regulations ”). In the past 24 calendar months, the Company has filed or furnished all documents required to be filed or furnished by it prior to the date hereof with the Commission pursuant to the reporting requirements of the Exchange Act and the 1934 Act Rules and Regulations.

          4.21 Price of Common Stock . The Company has not taken, and will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or that might reasonably be expected to constitute, the stabilization or manipulation of the price of the shares of the Common Stock to facilitate the sale or resale of the Shares.

          4.22 Use of Proceeds . The Company shall use the proceeds from the sale of the Shares only for working capital and the repayment of existing indebtedness.

          4.23 References to the Purchaser . Except as otherwise required by applicable law or regulation, the Company shall not use the Purchaser’s name or the name of any of its Affiliates (as defined below) in any advertisement, announcement, press release or other similar public communication unless it has received the prior written consent of the Purchaser for the specific use contemplated, which consent shall not be unreasonably withheld or delayed. For purposes of this Agreement, “ Affiliate ” means, with respect to any natural person, firm, partnership, association, corporation, limited liability company, company, trust, entity, public body or government (a “ Person ”), any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) as used in this definition means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          4.24 Related-Party Transactions . No transaction has occurred between or among the Company, on the one hand, and its Affiliates, officers or directors on the other hand, that is required to have been described under applicable securities laws and the rules and regulations promulgated thereunder in its Exchange Act filings, and is not so described in such filings.

          4.25 Off-Balance Sheet Arrangements . There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed or that otherwise would have or would reasonably be expected to have a Material Adverse Effect. There are no such transactions, arrangements or other relationships with the Company that may create any material contingencies or liabilities that are not otherwise disclosed by the Company in the SEC Documents.

          4.26 Governmental Permits, Etc . The Company and each Subsidiary has all franchises, licenses, certificates and other authorizations from federal, state or local governments or governmental agencies, departments or bodies that are currently necessary for the operation of the business of the Company and its Subsidiaries as currently conducted, except where the failure to possess currently such franchises, licenses, certificates and other authorizations would neither have nor reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such permit that, if the subject of an unfavorable decision, ruling or finding, would have or would reasonably be expected to have a Material Adverse Effect.

          4.27 Financial Statements . The consolidated financial statements of the Company and the related notes and schedules thereto included in its Exchange Act filings, as they may have been amended prior to the date hereof (and as they may be amended prior to the Closing Date), present fairly, in all material respects, the financial condition of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash

flows of the Company and its consolidated Subsidiaries at the dates and for the periods covered thereby. Such financial statements and the related notes and schedules thereto have been prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as otherwise noted therein) and all adjustments necessary for a fair presentation of results for such periods have been made; provided, however, that the unaudited financial statements are subject to normal year-end audit adjustments (which are not expected to be material) and do not contain all footnotes required under generally accepted accounting principles.

          4.28 Registration and Listing Compliance . The Company is in compliance with the requirements of The New York Stock Exchange for continued listing of the Common Stock thereon. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on The New York Stock Exchange, nor has the Company received any notification that the Commission or The New York Stock Exchange is currently contemplating terminating such registration or listing. The transactions contemplated by this Agreement will not contravene the rules and regulations of The New York Stock Exchange. The Company will comply with all applicable requirements of The New York Stock Exchange with respect to the issuance of the Shares and shall cause the Shares to be listed on The New York Stock Exchange and listed on any other exchange on which the Common Stock is listed on or before (subject to official notice of issuance) the Closing Date.

          4.29 Internal Accounting Controls . The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that are designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and the Company’s principal financial officer or Persons performing similar functions. Except as set forth in the SEC Documents, there is and has been no failure on the part of the Company, or to its knowledge after due inquiry, any of the Company’s directors or officers, in their capacities as such, to comply with any applicable provisions of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated therewith (the “ Sarbanes Oxley Act ”). Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it with the Commission. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. The Company has taken all reasonable actions necessary to ensure that it is in compliance with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply.

          4.30 Foreign Corrupt Practices Act . Neither the Company nor any Subsidiary has, nor, to the knowledge of the Company, has any director, officer, agent or employee, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

          4.31 Employee Relations . Neither the Company nor any Subsidiary is a party to any collective bargaining agreement or employs any member of a union (other than with regards to statutory unions required under foreign laws and regulations). The Company and each Subsidiary believe that their relations with their employees are amicable. No executive officer of the Company (as defined in Rule 501(f) promulgated under the Securities Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer’s employment with the Company. No executive officer of the Company is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement or any other agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters.

          4.32 ERISA . Each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is maintained, administered or contributed to by the Company or any of its Affiliates for employees or former employees of the Company and its Subsidiaries, or to which the Company or any of its Subsidiaries has any liability thereunder (a “ Company Benefit Plan ”), has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”); no action, dispute, claim, suit or proceeding is pending or, to the knowledge of the Company, threatened with respect to any Company Benefit Plan (other than claims for benefits in the ordinary course) that could result in a material liability to the Company; no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred that could result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency”, as defined in Section 412 of the Code, has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

          4.33 Environmental Matters . There has been no storage, disposal, generation, manufacture, transportation, handling or treatment of toxic wastes, hazardous wastes or hazardous substances by the Company or to its knowledge, any Subsidiary (or, to the knowledge of the Company, any of their predecessors in interest) at, upon or from any of the

property now or previously owned or leased by the Company or any Subsidiary in material violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or that would require remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit; there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind into such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company or any Subsidiary or with respect to which the Company or any Subsidiary has knowledge; the terms “hazardous wastes,” “toxic wastes,” “hazardous substances” and “medical wastes” shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.

          4.34 Integration; Other Issuances of Shares . The Company has not issued any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock that would be integrated with the sale of the Shares to the Purchaser for purposes of the Securities Act or of any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any securities exchange or automated quotation system on which any of the securities of the Company are listed or designated. Assuming the accuracy of the representations, warranties and covenants of the Purchaser to the Company as set forth herein, the offer and sale of the Shares by the Company to the Purchaser pursuant to this Agreement will be exempt from the registration requirements of the Securities Act.

          4.35 Disclosure . All disclosure provided to the Purchaser regarding the Company, its business, the transactions contemplated hereby, furnished by or on behalf of the Company, were, as of the date made, true and correct in all material respects and did not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

          4.36 Authorization of the Investor Rights Agreement . As of the Closing Date, the Investor Rights Agreement will have been duly authorized by the Company, and will be validly executed and delivered by the Company and assuming due authorization, execution and delivery of such agreement by each other party thereto, will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

          4.37 Organization Documents . The Company has provided the Purchaser with true, accurate and complete copies of the Company’s Restated Certificate of Incorporation and the Amended and Restated Bylaws and any material amendments thereto.

     5.  Representations, Warranties and Covenants of the Purchaser . The Purchaser represents and warrants to, and covenants with, the Company that:

          5.1 Experience . (i) The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Shares, including, without limitation, investments in securities issued by the Company and comparable entities, and the Purchaser has undertaken an independent analysis of the merits and the risks of an investment in the Shares, based on the Purchaser’s own financial circumstances; (ii) the Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Shares and to ask questions of, and receive answers from, the Company concerning such information; (iii) the Purchaser is acquiring the Shares hereunder for its own account and with no present intention of distributing any of such Shares or any arrangement or understanding with any other Persons regarding the distribution of such Shares (provided that this clause (iii) shall not limit the Purchaser’s right to resell the Shares pursuant to the Registration Statement or in compliance with the Securities Act and the Rules and Regulations, or, other than with respect to any claims arising out of a breach of this clause (iii), the Purchaser’s right to indemnification under the Investor Rights Agreement); (iv) subject to Section 6 , the Purchaser will not, directly or indirectly, Transfer (as defined in Section 6 ) (or solicit any offers to Transfer any of the Shares, nor will the Purchaser engage in any short sale that results in a Transfer of any of the Shares by the Purchaser, except in compliance with the Securities Act and the Rules and Regulations and any applicable state securities laws; (v) the Purchaser will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with resales of the Shares pursuant to the Registration Statement or with the applicable requirements of any exemption from the Securities Act; (vi) the Purchaser has had an opportunity to discuss this investment with representatives of the Company and ask questions of them but has not relied on any communication or recommendation from any representative of the Company and (vii) the Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act.

          5.2 Reliance on Exemptions .

     (a) The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of the Securities Act, the Rules and Regulations and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

     (b) The Purchaser acknowledges that no action has been or will be taken in any jurisdiction outside the U.S. by the Company that would permit an offering of the Shares, or possession or distribution of offering materials in connection with such offering, in any jurisdiction outside the U.S. where action for that purpose is required. The Purchaser will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense.

          5.3 Investment Decision . The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

          5.4 Risk of Loss . Without prejudice to its legal right to claims (if any) against the Company in the event of a breach by the Company of any of its representation and warranties, covenants or other terms hereunder on which the Purchaser has relied to make its investment in the Shares, the Purchaser understands that its investment in the Shares involves a significant degree of risk, including a risk of total loss of the Purchaser’s investment, and the Purchaser has full cognizance of and understands all of the risk factors related to the Purchaser’s purchase of the Shares. The Purchaser understands that the market price of the Common Stock has been volatile and that no representation is being made as to the future value of the Common Stock.

          5.5 Legend; Legend Removal .

     (a) The Purchaser understands that, until such time as the Shares are sold pursuant to the Registration Statement, or the Shares are sold pursuant to Rule 144 promulgated by the Commission under the Securities Act (“ Rule 144 ”) without any restriction as to the number of securities as of a particular date that can then be immediately sold, the certificates evidencing the Shares will be subject to a stop transfer order with the Company’s transfer agent and will bear a restrictive legend in substantially the following form:

“THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS OR THE COMPANY HAS RECEIVED FROM THE HOLDER REASONABLE ASSURANCE THAT THE SHARES CAN BE SOLD,

ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

     (b) The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of the Shares upon which it is stamped or issue such Shares to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“ DTC ”), if, unless otherwise required by state securities laws, (i) in connection with any Transfer of the Shares that is to be effected pursuant to a Registration Statement to cover registered resales of such Shares, such Registration Statement has been declared effective under the Securities Act and remains effective under such Act, or (ii) in connection with any Transfer of Shares that is not to be effected pursuant to such Registration Statement, such holder first provides the Company with an opinion of counsel reasonably satisfactory to the Company, in a generally acceptable form, to the effect that such Transfer of the Shares may be made without registration under the applicable requirements of the Securities Act and that such legend is no longer required, or (iii) such holder first provides the Company with reasonable assurance that the Shares can be Transferred pursuant to Rule 144. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.

     (c) In addition, for so long as the holder of the Shares is subject to the transfer restrictions contained in Section 13 of the Investor Rights Agreement, the Company may require that the Shares bear a legend or other restriction substantially to the following effect: “THIS SECURITY IS SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 13 AND 14 OF THE INVESTOR RIGHTS AGREEMENT BY AND AMONG THE COMPANY AND CERTAIN OTHER PARTIES THERETO.” Such legend shall be removed at the request of any holder thereof that is not subject to the transfer restrictions contained in the Investor Rights Agreement.

          5.6 Organization; Validity; Enforcements . The Purchaser further represents and warrants to, and covenants with, the Company that (i) the Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (ii) the making and performance of this Agreement by the Purchaser and the consummation of the transactions herein contemplated will not violate any provision of the organizational documents of the Purchaser or conflict with, result in the breach or violation of, or constitute, either by itself or upon notice or the passage of time or both, a default under any material agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the Purchaser is a party or, any statute or any authorization, judgment, decree, order, rule or regulation of any court or any regulatory body, administrative agency or other governmental agency or body applicable to the Purchaser, (iii) no consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental agency or body is required on the part of the Purchaser for the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, (iv) upon the execution and delivery of this Agreement, this Agreement

shall constitute a legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions of general application relating to or affecting the enforcement of creditors’ rights generally and the application of equitable principles relating to the availability of remedies, and except as rights to indemnity or contribution may be limited by federal or state securities laws or the public policy underlying such laws and (v) there is not in effect any order enjoining or restraining the Purchaser from entering into or engaging in any of the transactions contemplated by this Agreement.

          5.7 Authorization of the Investor Rights Agreement . As of the Closing Date, the Investor Rights Agreement will have been duly authorized by the Purchaser and will be validly executed and delivered by the Purchaser and assuming due authorization, execution and delivery of such agreement by each other party thereto, will constitute a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

          5.8 Ownership of Common Stock; Filings by the Purchaser .

     (a) As of the date hereof, neither the Purchaser nor any of its Affiliates is the Beneficial Owner of any shares of Common Stock, except for any shares of Common Stock described in Section 5.8(b) below. For purposes of this Section 5.8 , “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time.

     (b) Prior to the Closing, the Purchaser shall not acquire any shares of Common Stock except pursuant to (i) any exercise of the Warrant, (ii) any conversion of the Convertible Notes or (iii) this Agreement, and then only in accordance with the express terms of such document or instrument and in compliance with any and all Required Approvals, applicable rules and regulations of The New York Stock Exchange and other required third party consents and approvals.

     (c) The Purchaser shall make such filings with the Commission as may be required or as the Purchaser may deem necessary or advisable in connection with the transactions contemplated in this Agreement, including any filing under Sections 13(d) and 16(a), as may be applicable, of the Exchange Act and the 1934 Act Rules and Regulations.

     6.  Transfers; DTC .

          6.1 Transfers . Subject to Section 5.5 and Section 9.2 , the Purchaser shall be able to directly or indirectly transfer, sell, contract to sell, assign, pledge, convey, lend, hypothecate, grant any option to purchase, purchase any option to sell, make any short sale or otherwise encumber or dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests) (each such transaction, a “ Transfer ”) all or any portion of the Shares in compliance with the Investor Rights Agreement. Notwithstanding the foregoing, the Purchaser shall not knowingly Transfer all or any portion of the Shares to the Company’s competitors identified to the Purchaser in that certain notice letter delivered to Purchaser contemporaneously with the execution and delivery hereof; provided that the foregoing shall not restrict the Purchaser from selling any Shares on any stock exchange or other electronic communication network used in the buying or selling of securities, including the New York Stock Exchange, where the identity of the purchasers on such exchange cannot be determined or controlled by the Purchaser (unless the Purchaser knows or has reason to know that the purchasers of the Shares are among those identified in such notice letter).

          6.2 DTC . The Company shall, at its expense, make the Shares issued and sold in accordance with this Agreement eligible for clearance and settlement through the facilities of the DTC.

     7.  Regulatory Matters .

          7.1 Further Assurances Regarding Regulatory Matters . Subject to Section 7.7 , the Purchaser and the Company shall each cooperate with the other Party, and shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist such other Party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from Governmental Entities and the making of any and all necessary registrations and filings (including filings with Governmental Entities) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties (including any unions, works councils or other labor organizations), (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Transaction Term Sheet, this Agreement or any agreement, document or instrument in connection therewith, or the consummation of the transactions contemplated hereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional agreements, documents or instruments necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes hereof.

          7.2 Consultation . Subject to Section 7.7 , the Purchaser and the Company shall each have the right to review in advance, and, to the extent practicable, each will consult the other on, in each case subject to applicable laws relating to the confidentiality of information, the

information that appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions contemplated by this Agreement. In exercising the foregoing right, each of the Parties shall act reasonably and as promptly as practicable. The Parties shall consult with each other with respect to the obtaining of all permits, consents, approvals and authorizations of all third Parties and Governmental Entities necessary or advisable to consummate the transactions contemplated by this Agreement and each Party will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement.

          7.3 Furnishing of Information . Subject to Section 7.7 , each of the Parties shall, upon request, furnish to the other all information concerning itself, its Subsidiaries, directors, officers and shareholders, and such other matters as may be reasonably necessary or advisable in connection with any statement, filing, notice or application made by or on behalf of any of them or any of their respective Subsidiaries, to any Governmental Entity in connection with the transactions contemplated by this Agreement.

          7.4 Communications . Subject to Section 7.7 , each of the Parties shall (i) promptly inform and provide the other Party with a copy of any material communication received by such Party from any Governmental Entity in connection with the transactions contemplated by this Agreement and (ii) permit the other Party reasonable time and notice (subject to the limitation that, with respect to responses to inquiries from CFIUS during the Exon-Florio review process, such Party may not preclude the other Party from responding within the timeframe required under the CFIUS regulations, 31 C.F.R. Sec. 800.403(a)(3)) to (x) review and comment in advance on any material communication to be made or delivered to CFIUS, including any proposed understanding, undertakings or agreements, (y) consult with the other Party in advance of any meeting or conference with CFIUS and (z) attend and participate in such meetings and conferences (to the extent permitted by CFIUS).

          7.5 Antitrust Filings . The Purchaser and the Company have filed with the Antitrust Division of the Justice Department (the “ Antitrust Division ”) and the Federal Trade Commission (the “ FTC ”) the notification and report form required for the transactions contemplated hereunder by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), requesting early termination of the waiting period thereunder. Subject to Section 7.7 , the Purchaser and the Company shall respond promptly to inquiries from the Antitrust Division or the FTC in connection with such filing, including providing any supplemental information that may be requested by the Antitrust Division or the FTC (except that a Party shall not be required to respond if doing so would result in, or would reasonably be expected to result in, a Substantial Detriment to such Party).

          7.6 Avoidance of Impediments . Subject to Section 7.7 , each of the Parties shall use its reasonable best efforts to avoid or eliminate as soon as possible each and every impediment under any antitrust, competition or other law that may be asserted by the Antitrust Division or the FTC or any other antitrust, competition or other Governmental Entity so as to enable the Parties hereto to expeditiously close the transactions contemplated hereby provided that doing so would not result in a Substantial Detriment with respect to such Party.

          7.7 No Substantial Detriment . Notwithstanding anything to the contrary contained in this Agreement, the Parties hereby agree and acknowledge that no provision contained in this Section 7 shall require, and the “reasonable best efforts” standard shall not require, or be construed to require, either Party or any of its respective Subsidiaries or other Affiliates, to obtain any permits, consents, approvals or authorizations, or any terminations or waivers of any applicable waiting periods, to propose, negotiate, offer to effect, or consent or commit to, any procedural or substantive requirements or terms, condition, restrictions, disclosure or taking any other action that would constitute a Substantial Detriment.

          7.8 CFIUS Filings . The Parties have jointly submitted to CFIUS a draft and a final voluntary notice relating to the transactions contemplated in this Agreement and the other Pingpong Transactions pursuant to Exon-Florio. Subject to Section 7.7 , but without limiting the generality of any provisions in this Section 7 or elsewhere in this Agreement in any respect, the Parties each, to their fullest ability, shall timely provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Florio review process. Subject to Section 7.7 , each of the Parties, in cooperation with each other, shall take all reasonable steps that they deem advisable, necessary or desirable to finally and successfully complete the Exon-Florio review process as promptly as practicable. Neither the Purchaser nor the Company shall be required to agree to any mitigation measure, structural or conduct remedy or condition suggested or required by CFIUS or any of its member agencies pursuant to such reviews contemplated by this Section 7.8 that would reasonably be expected to constitute a Substantial Detriment.

     8.  No New Issuances and Registrations . From and after the date that the Purchaser requests that the Company file a Registration Statement pursuant to the terms of the Investor Rights Agreement, until such time as the Commission declares the Registration Statement effective, the Company will not, and it will cause its directors, officers and Affiliates not to, directly or indirectly, grant, issue, sell, pledge or otherwise dispose of any shares of Common Stock, or securities convertible into or exchangeable for Common Stock, or file a registration statement with respect to the registration of any such newly issued shares of Common Stock or other securities. Notwithstanding the above, the restrictions set forth in this Section 8 shall not apply to issuances by the Company of (i) securities required to be issued pursuant to contractual obligations of the Company in effect as of the date hereof; (ii) securities issued on a pro rata basis to all holders of a class of outstanding equity securities of the Company; (iii) securities issued in connection with a strategic partnership, licensing, joint venture, collaboration, lending or other similar arrangements, or in connection with the acquisition or license by the Company of any business, products or technologies, so long as the aggregate amount of such issuances pursuant to this clause (iii) does not exceed 10% of the Company’s outstanding capital stock measured as of the closing of the sale of the Shares, including the Shares; and (iv) equity securities issued pursuant to employee compensation, incentive, benefit or purchase plans in effect as of the date hereof or subsequently adopted by the Company’s Board of Directors. Notwithstanding the foregoing, from and after any such date that the Purchaser requests that the Company file such Registration Statement until such time that the Commission declares the Registration Statement effective, the Company shall not, and shall cause its directors, officers and Affiliates not to, sell, offer for sale or solicit offers to buy any shares of Common Stock or shares of any series of preferred stock or other securities or instruments convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock

that would be integrated with the sale of the Shares to the Purchaser for purposes of the Securities Act.

     9.  Registration of the Shares; Compliance with the Securities Act .

          9.1 Registration .

          (a) The Company will file with the Commission one or more registration statements under the Securities Act to register for resale the Shares (collectively referred to as the “ Registration Statement ”), and will use its reasonable best efforts to cause the Registration Statement to be declared effective by the Commission, all in accordance with, subject to and pursuant to the terms of the Investor Rights Agreement.

          (b) The Purchaser, at the Company’s sole cost and expense, shall assist the Company in the Company’s preparation of the Registration Statement and any other registration statement, prospectus, offering memorandum, current report, periodic report or any similar or related document to be prepared or filed by the Company in connection with this Agreement, all in accordance with, subject and pursuant to the terms of the Investor Rights Agreement.

          9.2 Transfer of Shares in Compliance with Securities Laws . The Purchaser shall not effect any Transfer of the Shares or any right hereunder to purchase the Shares that would constitute a sale within the meaning of the Securities Act or pursuant to any applicable state securities laws, except pursuant to the Registration Statement, in accordance with Rule 144 or as otherwise permitted by law.

     10.  Indemnification . For the purpose of this Section 10, the term “ Purchaser Indemnified Persons ” shall mean the Purchaser and each director, officer, employee, stockholder, agent and representative of the Purchaser and each Person, if any, who controls the Purchaser within the meaning of the Securities Act or the Exchange Act.

          10.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless the Purchaser Indemnified Persons, against any losses, claims, damages, liabilities or expenses, joint or several, to which the Purchaser Indemnified Persons may become subject, under the Securities Act, the Exchange Act or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (ii) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby (iii) any cause of action, suit or claim brought or made against such Purchaser Indemnified Person by a third party (including for these purposes actions against the Purchaser by shareholder(s) of the Company and derivative actions brought on behalf of the Company) and arising out of or resulting (A) from the execution,

delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (B) from any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Shares or (C) solely from the status of such Purchaser or holder of the Shares as an investor in the Company, and the Company will promptly reimburse the Purchaser Indemnified Persons for reasonable legal and other expenses as such expenses are reasonably incurred by the Purchaser Indemnified Persons in connection with investigating, defending or preparing to defend, settling, compromising or paying any such loss, claim, damage, liability, expense or action.

          10.2 Claims for Indemnification . Promptly after receipt by a Purchaser Indemnified Party under this Section 10 of notice of the threat or commencement of any Action, such Purchaser Indemnified Party shall, if a claim in respect thereof is to be made against the Company under this Section 10 , promptly notify the Company in writing thereof, but the omission to notify the Company will not relieve the Company from any liability that it may have to any Purchaser Indemnified Party for contribution or otherwise under the indemnity agreement contained in this Section 10 to the extent the Company is not prejudiced as a result of such failure. In case any such Action is brought against any Purchaser Indemnified Party and such Purchaser Indemnified Party seeks or intends to seek indemnity from the Company, the Company shall be entitled to participate in and to assume the defense thereof with counsel reasonably satisfactory to such Purchaser Indemnified Party; provided , however , if the defendants in any such action include both the Purchaser Indemnified Party and the Company, and the Purchaser Indemnified Party shall have reasonably concluded, based on an opinion of counsel reasonably satisfactory to the Company, that there may be a conflict of interest between the positions of the Company and the Purchaser Indemnified Party in conducting the defense of any such Action or that there may be legal defenses available to it that are different from or additional to those available to the Company, the Purchaser Indemnified Party shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such Action. Upon receipt of notice from the Company to such Purchaser Indemnified Party of its election to assume the defense of such Action and approval by the Purchaser Indemnified Party of the counsel, the Company shall not be liable to such Purchaser Indemnified Party under this Section 10 for any legal or other expenses subsequently incurred by such Purchaser Indemnified Party in connection with the defense thereof unless (i) the Purchaser Indemnified Party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel, reasonably satisfactory to the Company, representing all of the Purchaser Indemnified Parties who are parties to such Action) or (ii) the Company shall not have employed counsel reasonably satisfactory to the Purchaser Indemnified Party to represent the Purchaser Indemnified Party within a reasonable time after notice of commencement of Action, in each of which cases the reasonable fees and expenses of counsel shall be at the expense of the Company. In no event shall the Company be liable in respect of any amounts paid in settlement of any Action unless the Company shall have approved in writing the terms of such settlement; provided that such consent shall not be unreasonably withheld or delayed. The Company shall not, without the prior written consent of the Purchaser Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Purchaser Indemnified Party is or could have been a party and indemnification could have been sought hereunder by such

Purchaser Indemnified Party from all liability on claims that are the subject matter of such proceeding.

     11.  Notification . From the date hereof until the Closing, promptly upon, but in any event no later than five (5) Business Days after, the Company obtaining knowledge of the institution of, or written threat of, (i) any Action against or affecting the Company, any asset of the Company or any director or executive officer of the Company (in such capacity) not disclosed to the Investor as of the date hereof, which action, suit, proceeding or arbitration claims an amount greater than US$500,000, which could reasonably result in the Company being liable for an amount greater than US$500,000 or which could reasonably be expected to have a Material Adverse Effect; (ii) any investigation or proceeding before or by any Governmental Entity, the effect of which is reasonably likely to have a Material Adverse Effect on the manner in which the Company currently conducts its business; (iii) any Action affecting the Company or any of its Subsidiaries before any Government Entity, or the receipt of notice by any such Persons that any of them is a suspect in or a target of an inquiry or investigation by a Governmental Entity which may result in an indictment of any of them or the seizure or forfeiture of any of their respective material properties; or (iv) any Action that challenges or may have the effect of making illegal, preventing, delaying or otherwise interfering with any of the Pingpong Transactions, the Company shall give written notice thereof to the Investor and provide such other information (excluding any privileged communications or information) as may be reasonably available to enable the Investor to evaluate such matters.

     12.  Miscellaneous .

          12.1 Amendment and Waiver . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Purchaser, or, in the case of a waiver, by the Party against whom the waiver is to be effective. Any amendment or waiver in accordance with this Section 12.1 shall be binding on the Parties hereto, including all of their successors and permitted assigns and transferees, even if they do not execute any consent with respect to such amendment or waiver.

          12.2 No Waiver . No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy hereunder preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of a subsequent breach of that or any other provision hereof.

          12.3 Assignment . No Party to this Agreement may, whether by contract, operation of law or otherwise, assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, and any purported assignment without such consent shall be void and without effect.

          12.4 Parties in Interest; No Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Purchaser, the Company, the Purchaser Indemnified Persons or their respective successors or permitted assigns, any rights or remedies under or by reason of this Agreement.

          12.5 Entire Agreement . This Agreement and the additional agreements and instruments referenced herein (including those contemplated under the Pingpong Transactions) contain the entire understanding of the Parties with respect to the subject matters covered herein and therein and supersede all prior agreements and understandings (whether written or oral) between the Parties with respect to the subject matters hereof, including, but not limited to, the Transaction Term Sheet (which shall, upon the execution and delivery hereof, terminate and be rendered null and void); provided , however , that notwithstanding the foregoing, the terms of the Confidentiality Agreement shall remain in full force and effect. Except as specifically set forth herein or therein, no Party makes any representation, warranty, covenant or undertaking with respect to any such matters. Each Party expressly represents and warrants that it is not relying on any oral or written representations, warranties, covenants or agreements outside of this Agreement.

          12.6 Schedules . The inclusion of any matter in any schedule to this Agreement shall expressly not be deemed to constitute an admission by the Company, or otherwise imply, that any such matter is material or creates a measure for materiality for the purposes of this Agreement.

          12.7 Counterparts . This Agreement (or any agreement that amends, modifies or supplements this Agreement) may be executed in any number of counterparts and by the Parties in separate counterparts, including counterparts transmitted by telecopier or facsimile, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          12.8 Section Headings . The section and paragraph headings and table of contents contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

          12.9 Notices . All notices or other communications required or permitted to be given under this Agreement shall be in writing in both Chinese and English and shall be deemed to have been fully given on the date delivered by hand or by a generally recognized courier service (with relevant fees prepaid), or by other messenger (or, if delivery is refused, upon presentment) or upon receipt by facsimile transmission (provided, that the confirmation of such facsimile transmission is delivered by hand or by a generally recognized courier service to the addressee of the facsimile within five (5) days of the delivery of the facsimile), or upon delivery by registered or certified mail (return receipt requested), postage prepaid, to the Parties at the following addresses (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Party given in accordance with this Section 12.9 ):

          if to the Company, to:

ION Geophysical Corporation
2105 CityWest Blvd., Suite 400
Houston, Texas 77042-2839
Attention: David L. Roland, Senior Vice President,
General Counsel & Corporate Secretary
Facsimile: (281) 879- 3600

          if to the Purchaser, to:

BGP Inc., China National Petroleum Corporation
No. 189, West Fanyang Street,
Zhuo Zhou 072751, Hebei
People’s Republic of China
Attention: Mr. Huasheng Zheng
Facsimile: (+86-10) 8120 1392

     or to such other Persons or addresses as the Person to whom notice is given may have previously furnished in writing to the party giving such notice in the manner set forth above ( provided that notice of any change of address shall be effective only upon receipt thereof).

          12.10 Dispute Resolution .

          (a) Each of the Parties hereto agrees that all disputes arising between the Parties in connection with this Agreement, or the breach, termination, interpretation or validity thereof, shall be finally settled by the Hong Kong International Arbitration Centre (the “ HKIAC ”) pursuant to UNCITRAL Rules with the Company, on the one hand, being entitled to designate one arbitrator, and with the Purchaser, on the other hand, being entitled to designate one arbitrator, while the third arbitrator will be selected by agreement between the two designated arbitrators or, failing such agreement, within ten (10) calendar days of initial consultation between the two arbitrators, by the HKIAC pursuant to its arbitration rules. If either Party fails to designate its arbitrator within twenty (20) calendar days after the designation of the first of the three arbitrators, the HKIAC shall have the authority to designate any Person whose interests are neutral to the Parties as the second of the three arbitrators. The arbitration shall be conducted in English. To the extent consistent with UNCITRAL Rules, each of the Parties hereto shall cooperate with the other in provision of information during any discovery process relating to arbitrations in connection with this Agreement. The Parties hereto further agree that, to the extent consistent with UNCITRAL Rules, the Parties shall be entitled to seek temporary and permanent injunctive relief from the arbitrators without the necessity of proving actual damages and without posting a bond or other security.

          (b) Each of the Parties hereto agrees that notice may be served upon such Party at the address and in the manner set forth for such Party in Section 12.9 .

          (c) To the extent permitted by applicable laws, each of the Parties hereto hereby unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

          12.11 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

          12.12 Language . This Agreement and any amendments hereto shall be in Chinese and English. In the case of any conflict between the Chinese version and the English version of this Agreement, the English version shall control.

          12.13 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable: (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

          12.14 No Strict Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of this Agreement.

          12.15 Survival. Notwithstanding any investigation made by either Party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Purchaser herein shall survive the execution and delivery of this Agreement, the delivery to the Purchaser of the Shares being purchased and the payment therefor.

          12.16 Fees and Expenses . Except as set forth herein, each of the Company and the Purchaser shall pay its respective fees and expenses related to the transactions contemplated by this Agreement.

          12.17 Further Assurances . Each Party agrees to: (a) furnish upon request to each other such further assurances, information, documents, instruments of transfer or assignment, files and books and records; (b) promptly execute, acknowledge and deliver any such further assurances, documents, instruments of transfer or assignment, files and books and records; and (c) do all such further acts and things as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to herein, including any filings and applications with any Governmental Entity to rescind or modify any initial approvals by such Governmental Entity.

          12.18 Publicity . Unless required by any Governmental Entity or any securities exchange, no press releases, public announcements or communications with any news media in respect of this Agreement or the purchase and sale of the Shares contemplated hereby shall be made by either Party without the prior written consent of the other Party. The Parties shall (i) consult with each other prior to making any required press releases or public announcements or public filings with any Governmental Entity or with any securities exchange with respect to the purchase and sale of the Shares contemplated hereby and (ii) cooperate as to the timing and contents of any press release, public announcement or communication with news media in respect of this Agreement or the purchase and sale of the Shares contemplated hereby.

[Remainder of Page Left Intentionally Blank]

     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

EXHIBIT 10.2

Investor Rights Agreement

Dated as of March 25, 2010

between

ION Geophysical Corporation

and

BGP Inc., China national Petroleum Corporation

TABLE OF CONTENTS

			Page
Section 1. Certain Definitions			1
Section 2. Replacement of the Original Registration Rights Agreement; Demand Registration			5
Section 3. Piggyback Registrations			7
Section 4. S-3 Shelf Registration			8
Section 5. Suspension Periods			9
Section 6. Holdback Agreements			10
Section 7. Registration Procedures			10
Section 8. Registration Expenses			13
Section 9. Indemnification for Registration			14
Section 10. Board and Committee Representation Rights			15
Section 11. Information Rights; Voting; Standstill			16
Section 12. Anti-Dilution Rights			18
Section 13. Securities Act Restrictions			19
Section 14. Transfers of Rights and Shares			20
Section 15. Miscellaneous			21

      This Investor Rights Agreement (this “ Agreement ”), is made and entered into as of March 25, 2010, by and between ION Geophysical Corporation, a corporation organized under the laws of the State of Delaware (the “ Company ”), and BGP Inc., China National Petroleum Corporation, a company organized under the People’s Republic of China (the “ Investor ”).

     WHEREAS, the Company and the Investor have entered into a Term Sheet dated October 23, 2009 (the “ Transaction Term Sheet ”) pursuant to which the Company has agreed to issue and the Investor has agreed to purchase 23,789,536 shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”) and, subject to the terms and conditions of the Stock Purchase Agreement (as defined below), any additional shares of Common Stock constituting the Excess Shares (as defined in the Stock Purchase Agreement); and

     WHEREAS, in connection with the execution and delivery of the Transaction Term Sheet, the Company issued (i) a warrant to purchase Common Stock to the Investor pursuant to that certain Warrant Issuance Agreement dated as of October 23, 2009, by and between the Company and the Investor (the “ Warrant ”), and (ii) those certain Convertible Promissory Notes (the " Convertible Notes ”), more specifically (A) that certain Convertible Promissory Note dated October 23, 2009, issued by the Company to the Bank of China, New York Branch, and (B) that certain Convertible Promissory Note, dated October 23, 2009, issued by ION International S.à r.l., a Luxembourg private company, to such bank, under which shares of Common Stock may be acquired upon exercise or conversion thereof; and

     WHEREAS, the Company and the Investor are parties to a Stock Purchase Agreement, dated March 19, 2010 (the “ Stock Purchase Agreement ”) pursuant to which the Company and the Investor have set forth the definitive terms and conditions pursuant to which the Company and the Investor have agreed to issue and purchase Common Stock as contemplated by the Transaction Term Sheet; and

     WHEREAS, the Company and the Investor have previously entered into that certain Registration Rights Agreement dated as of October 23, 2009, granting certain rights to register, under the Securities Act of 1933, as amended, certain offers and sales of shares of Common Stock (collectively referred to herein as the “ Exercise Shares ”) that may be acquired by the Investor in connection with any exercise of the Warrant and/or conversion of the Convertible Notes (the “ Original Registration Rights Agreement ”); and

     WHEREAS, the Company and the Investor desire to terminate the Original Registration Rights Agreement, and in lieu thereof, to set forth in this Agreement all understandings of the Company and the Investor concerning their respective rights and obligations to register under the Securities Act, offers and sales of the Exercise Shares and the shares of Common Stock acquired by the Investor under the Stock Purchase Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

          Section 1. Certain Definitions .

          In addition to the terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

          “ Affiliate ” of any Person means any other Person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling,” “controlled” and “under common control with”) as used with respect to any Person means the possession, directly or indirectly, of the ability or power to direct the management and affairs of such Person, whether through the ownership of voting securities or by contract, and such ability shall be deemed to exist when any Person holds a majority of the outstanding voting securities of such Person.

          “ Agreement ” means this Investor Rights Agreement, including all amendments, modifications and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this Investor Rights Agreement as the same may be in effect at the time such reference becomes operative.

          “ beneficially own ” means, with respect to any Person, securities of which such Person or any of such Person’s Affiliates, directly or indirectly, has “beneficial ownership” as determined pursuant to Rule 13d-3 and Rule 13d-5 of the Exchange Act, including securities beneficially owned by others with whom such Person or any of its Affiliates has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities; provided that a Person shall not be deemed to “beneficially own” (i) securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates until such tendered securities are accepted for payment, purchase or exchange, (ii) any security as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding: (a) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the Exchange Act, and (b) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report). Without limiting the foregoing, a Person shall be deemed to be the beneficial owner of all Registrable Shares owned of record by any majority-owned subsidiary of such Person.

          “ BGP ” has the meaning set forth in Section 10(a).

          “ Board ” has the meaning set forth in Section 10(a).

          “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in the United States of America or the People’s Republic of China are authorized or required by law to remain closed.

          “ CFIUS ” has the meaning set forth in Section 10(d).

          “ Closing ” has the meaning set forth in the Stock Purchase Agreement.

          “ Closing Date ” has the meaning set forth in the Stock Purchase Agreement.

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

          “ Company ” has the meaning set forth in the introductory paragraph.

          “ Convertible Notes ” has the meaning set forth in the second Recital hereto.

          “ Demand Registration ” has the meaning set forth in Section 2(b).

          “ Demand Registration Statement ” has the meaning set forth in Section 2(b).

          “ Exchange Act ” means the Securities Exchange Act of 1934.

          “ Exercise Shares ” has the meaning set forth in the Recitals.

          “ Form S-3 ” means a registration statement on Form S-3 under the Securities Act or such successor forms thereto permitting registration of securities under the Securities Act.

          “ Governmental Entity ” means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

          “ HKIAC ” has the meaning set forth in Section 15(e)(i).

          “ Holdback Agreement ” has the meaning set forth in Section 6.

          “ Holdback Period ” has the meaning set forth in Section 6.

          “ Investor ” means the Person named as such in the first paragraph of this Agreement. References herein to the Investor shall apply to Permitted Transferees who become Investors pursuant to Section 14(a), provided that for purposes of all thresholds and limitations herein, the actions of the Permitted Transferees shall be deemed to be aggregated.

          “ Investor Director ” has the meaning set forth in Section 10(a).

          “ Investor Percentage Interest ” has the meaning, as of any date, the percentage equal to (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (treating any convertible securities or securities exercisable for shares of Common Stock of the Company that are beneficially owned by the Investor and/or its Affiliates, as fully converted into and fully exercised for the underlying Common Stock) divided by (ii) the total number of outstanding Shares of Common Stock owned by all shareholders of the Company (and including any convertible securities or securities exercisable for shares of Common Stock beneficially owned by the Investor and/or its Affiliates referenced in clause (i)).

          “ Investor Rights Termination Event ” shall be deemed to have occurred if, at the close of any Business Day following the Closing, the Investor Percentage Interest falls under 10.0%; provided that, if the event causing the reduction in Investor Percentage Interest is due to any action or inaction entirely outside of the control of the Investor, the “Investor Rights Termination Event” shall be deemed to have occurred 30 calendar days after such event if on such date the Investor Percentage Interest is under 10.0% .

          “ Issuance Notice ” has the meaning set forth in Section 12(c).

          “ Lapse Date ” has the meaning set forth in Section 12(d).

          “ Material Adverse Effect ” has the meaning ascribed to the term in the Stock Purchase Agreement.

          “ Minimum Amount ” means US$10,000,000.

          “ New Qualified Securities ” means, any newly issued Shares or securities convertible into or exchangeable for Shares or which have voting rights or participation features with Shares, whether publicly or non-publicly offered, and whether or not in connection with any acquisition of securities or assets from any third party (for the avoidance of doubt, it being understood between the parties that such Shares or Securities convertible into Shares shall include those that may be issued or issuable to any of the current or new shareholders of the Company, whether by contract, regulatory or court orders or otherwise), except for (i) any offering pursuant to any equity compensation plan, equity benefit plan, stock purchase plan, stock option or other similar plan or program to or for the benefit of any employees, consultants, officers or directors of the Company approved by the Company’s Board and in existence on October 23, 2009 or any additional such plans, amendments or programs created thereafter that are substantially similar to such plans and programs in existence as of October 23, 2009; (ii) any offering pursuant to any employee stock purchase plan approved by the Company’s Board and the Company’s stockholders; (iii) any offering pursuant to any inducement equity compensation plan issued to employees pursuant to the rules of the New York Stock Exchange; (iv) any offering pursuant to any bona fide equity compensation plan adopted by the Company in connection with a bona fide acquisition of a business; (v) issuances of rights or securities underlying such rights under the Company’s Stockholders Rights Agreement dated as of December 30, 2008 or (vi) any issuance pursuant to (a) the conversion or exchange of the Series D-1, D-2 and D-3 Cumulative Convertible Preferred Stock of the Company issued and outstanding as of the date hereof and in accordance with their respective terms as of the date hereof, or (b)

the conversion or exercise of the Warrant and/or the Convertible Notes in accordance with their respective terms as of the date hereof.

          “ New Qualified Securities Purchase Price ” has the meaning set forth in Section 12(b).

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

          “ Person ” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, incorporated organization, association, corporation, institution, public benefit corporation, Governmental Entity or any other entity.

          “ Permitted Transferee ” means any direct or indirect Affiliate of the Investor.

          “ Piggyback Registration ” has the meaning set forth in Section 3(a).

          “ Pingpong Transactions ” has the meaning set forth in the Stock Purchase Agreement.

          “ Prospectus ” means the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Registrable Shares, as amended or supplemented and including all material incorporated by reference in such prospectus or prospectuses.

          “ Registrable Shares ” means, at any time, (i) the Shares acquired pursuant to the Stock Purchase Agreement, (ii) the Exercise Shares, (iii) any New Qualified Securities acquired by the Investor pursuant to Section 12, (iv) any securities issued by the Company after the date hereof in respect of the Shares acquired under the Stock Purchase Agreement and/or the Exercise Shares, by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, but excluding (v) any and all such Shares and other securities referred to in clauses (i), (ii), (iii) and (iv) that at any time after the date hereof (a) have been sold pursuant to an effective registration statement or Rule 144 under the Securities Act, (b) have been sold in a transaction where a subsequent public distribution of such securities would not require registration under the Securities Act, (c) are eligible for sale pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale, (d) are not outstanding or (e) have been transferred to any Person other than pursuant to the transfers and assignments permitted under Section 14 hereof (or any combination of clauses (a), (b), (c), (d) and (e)). It is understood and agreed that, once a security of the kind described in clause (i), (ii), (iii) or (iv) above becomes a security of the kind described in clause (v) above, such security shall cease to be a Registrable Share for all purposes of this Agreement and the Company’s obligations regarding Registrable Shares hereunder shall cease to apply with respect to such security.

          “ Registration Expenses ” has the meaning set forth in Section 8(a).

          “ Registration Statement ” means any registration statement of the Company which covers any of the Registrable Shares pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents incorporated by reference in such Registration Statement.

          “ Registration Termination Date ” means the first date on which there are no Registrable Shares.

          “ S-3 Shelf Registration ” has the meaning set forth in Section 4(a).

          “ S-3 Shelf Registration Statement ” has the meaning set forth in Section 4(a).

          “ SEC ” means the Securities and Exchange Commission or any successor agency.

          “ Securities Act ” means the Securities Act of 1933.

          “ Shares ” means any shares of the Common Stock. If at any time Registrable Shares include securities of the Company other than Common Stock, then, when referring to Shares other than Registrable Shares, “Shares” shall include the class or classes of such other securities of the Company.

          “ Shelf Takedown ” has the meaning set forth in Section 4(b).

          “ Standstill Period ” has the meaning set forth in Section 11(e)(iii).

          “ Stock Purchase Agreement ” has the meaning set forth in the Recitals.

          “ Suspension Period ” has the meaning set forth in Section 5.

          “ Third Party Holdback Period ” means any Holdback Period imposed on the Investor pursuant to Section 6 in respect of an underwritten offering of Shares in which (i) the Investor elected not to participate or (ii) the Investor’s participation was reduced or eliminated pursuant to Section 3(b) or Section 3(c).

          “ Transaction Term Sheet ” has the meaning set forth in the first Recital hereto.

          “ underwritten offering ” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment basis for reoffering to the public, and " underwritten Shelf Takedown ” means an underwritten offering effected pursuant to an S-3 Shelf Registration.

          “ Warrant ” has the meaning set forth in the second Recital hereto.

          In addition to the above definitions, unless the context requires otherwise:

          (i) any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form as amended or modified and shall also include any successor statute, regulation, rule or form from time to time;

          (ii) “including” shall be construed as inclusive without limitation, in each case notwithstanding the absence of any express statement to such effect, or the presence of such express statement in some contexts and not in others;

          (iii) references to “Section” are references to Sections of this Agreement;

          (iv) words such as “herein”, “hereof”, “hereinafter” and “hereby” when used in this Agreement refer to this Agreement as a whole; and

          (v) references to “dollars” and “$” mean U.S. dollars.

          Section 2. Replacement of the Original Registration Rights Agreement; Demand Registration .

          (a)  Original Registration Rights Agreement . By the execution and delivery of this Agreement, the Original Registration Rights Agreement is hereby terminated by the Company and the Investor and rendered null and void, and is hereby superseded in all respects by the terms and conditions of this Agreement, which, it is agreed and acknowledged, shall govern the understandings between the Company and the Investor concerning their respective rights and obligations to register offers and sales of the Registrable Shares under the Securities Act, and all respective rights and liabilities of such parties in connection therewith.

          (b)  Right to Request Registration . Subject to the provisions hereof, until the Registration Termination Date, the Investor may at any time request registration under the Securities Act of all or part of the Registrable Shares separate from an S-3 Shelf Registration (a " Demand Registration ”); provided that (based on the then-current market prices) the number of Registrable Shares included in the Demand Registration would, if fully sold, yield gross proceeds to the Investor of at least the Minimum Amount. Subject to Section 2(e) and Section 5 and Section 7 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Shares as requested to be so registered pursuant to this Section 2(b) (a " Demand Registration Statement ”) within twenty (20) Business Days after the Investor’s request therefor and (ii) if necessary, use best efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practicable thereafter and in any event within sixty (60) calendar days of the Investor’s request for Demand Registration. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

          (c)  Number of Demand Registrations . Subject to the limitations of Section 2(b), Section 2(e) and Section 4(a), the Investor shall be entitled to request up to three (3) Demand Registrations in the aggregate under this Agreement (regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 14). A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective.

          (d)  Priority on Demand Registrations . The Company may include Shares other than Registrable Shares in a Demand Registration for any accounts (including for the account of the Company) on the terms provided below; and if such Demand Registration is an underwritten offering, such Shares may be included only with the consent of the managing underwriters of such offering. If the managing underwriters of the requested Demand Registration advise the Company and the Investor requesting such Demand Registration that in their opinion the number of Shares proposed to be included in the Demand Registration exceeds the number of Shares which can be sold in such underwritten offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such underwritten offering), the Company shall include in such Demand Registration (i) first, the number of Registrable Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Shares proposed to be registered pursuant to clause (i) above by the Investor, the amount of Shares to be sold shall be allocated to the Investor.

          (e)  Restrictions on Demand Registrations . The Investor shall not be entitled to request a Demand Registration (i) within three months after the Investor has sold Shares in a Demand Registration or an underwritten Shelf Takedown requested pursuant to Section 4(b) or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a Piggyback Registration. Notwithstanding the foregoing, the Company shall not be obligated to proceed with a Demand Registration if the offering to be effected pursuant to such registration can be effected pursuant to an S-3 Shelf Registration and the Company, in accordance with Section 4, effects or has effected an S-3 Shelf Registration pursuant to which such offering can be effected.

          (f)  Underwritten Offerings . The Investor shall be entitled to request an underwritten offering pursuant to a Demand Registration, but only if the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount (based on then-current market prices) and only if the request is not made within three months after the Investor has sold Shares in an underwritten offering pursuant to (i) a Demand Registration or (ii) an S-3 Shelf Registration. If any of the Registrable Shares covered by a Demand Registration are to be sold in an underwritten offering, the Company shall have the right to select the managing underwriter or underwriters to lead the offering after consultation with the Investor.

          (g)  Effective Period of Demand Registrations . Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to sixty (60) days from such date or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration

pursuant to Section 5 before such sixty (60) days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(c) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

          Section 3. Piggyback Registrations .

          (a)  Right to Piggyback .

          Whenever prior to the Registration Termination Date the Company proposes to register any Shares under the Securities Act (other than on a registration statement on Form S-8, F-8, S-4 or F-4), whether for its own account or for the account of one or more holders of Shares (other than the Investor), and the form of registration statement to be used may be used for any registration of Registrable Shares (a “ Piggyback Registration ”), the Company shall give written notice to the Investor of its intention to effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration statement and in any offering of Shares to be made pursuant to that registration statement all Registrable Shares with respect to which the Company has received a written request for inclusion therein from the Investor within ten (10) Business Days after the Investor’s receipt of the Company’s notice or, in the case of a primary offering, such shorter time as is reasonably specified by the Company in light of the circumstances ( provided that only Registrable Shares of the same class or classes as the Shares being registered may be included). The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw such registration for any reason at any time prior to the pricing thereof. If the Company or any other Person other than the Investor proposes to sell Shares in an underwritten offering pursuant to a registration statement on Form S-3 under the Securities Act, such offering shall be treated as a primary or secondary underwritten offering pursuant to a Piggyback Registration.

          (b)  Priority on Primary Piggyback Registrations . If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) that in their opinion the number of Shares proposed to be included in such offering exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such registration and offering (i) first, the number of Shares that the Company proposes to sell, and (ii) second, the number of Shares requested to be included therein by holders of Shares, including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration), pro rata among all such holders on the basis of the number of Shares requested to be included therein by all such holders or as such holders and the Company may otherwise agree (with such allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

          (c)  Priority on Secondary Piggyback Registrations . If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of Shares other than the Investor, and the managing underwriters advise the Company that in their opinion the number of Shares proposed to be included in such registration exceeds the number of Shares (of any class) which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares to be sold in such offering), then the Company shall include in such registration (i) first, the number of Shares requested to be included therein by the holder(s) requesting such registration, (ii) second, the number of Shares requested to be included therein by other holders of Shares

including the Investor (if the Investor has elected to include Registrable Shares in such Piggyback Registration) and (iii) third, the number of Shares that the Company proposes to sell, pro rata among such holders on the basis of the number of Shares requested to be included therein by such holders or as such holders and the Company may otherwise agree (with allocations among different classes of Shares, if more than one are involved, to be determined by the Company).

          (d)  Selection of Underwriters . If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select the managing underwriter or underwriters to administer any such offering.

          (e)  Basis of Participations . The Investor may not sell Registrable Shares in any offering pursuant to a Piggyback Registration unless it (a) agrees to sell such Shares on the same basis provided in the underwriting or other distribution arrangements approved by the Company and that apply to the Company and/or any other holders involved in such Piggyback Registration and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lockups and other documents required under the terms of such arrangements.

          Section 4. S-3 Shelf Registration .

          (a)  Right to Request Registration . Subject to the provisions hereof, at any time when the Company is eligible to use Form S-3 prior to the Registration Termination Date, the Investor shall be entitled to request on two (2) occasions that the Company file a Registration Statement on Form S-3 (or an amendment or supplement to an existing registration statement on Form S-3) for a public offering of all or such portion of the Registrable Shares designated by the Investor pursuant to Rule 415 promulgated under the Securities Act or otherwise (an “ S-3 Shelf Registration ”). A request for an S-3 Shelf Registration may not be made within three months after the Investor has sold Shares in a Demand Registration or at any time when an S-3 Shelf Registration is in effect or the Company is diligently pursuing a primary or secondary underwritten offering pursuant to a registration statement. Upon such request, and subject to Section 5, the Company shall (i) file a Registration Statement (or any amendment or supplement thereto) covering the number of shares of Registrable Shares specified in such request under the Securities Act on Form S-3 (an “ S-3 Shelf Registration Statement ”) for public sale in accordance with the method of disposition specified in such request within twenty (20) Business Days after the Investor’s written request therefor and (ii) use best efforts, if necessary, to cause such S-3 Shelf Registration Statement to become effective as soon as practicable thereafter and in any event within sixty (60) calendar days of the Investor’s written request for such S-3 Shelf Registration. If permitted under the Securities Act (and the rules and regulations thereunder), such Registration Statement shall be one that becomes automatically effective upon filing. The right to request an S-3 Shelf Registration may be exercised no more than twice in the aggregate, regardless of the number of Permitted Transferees who may become an Investor pursuant to Section 11. If the Investor has used its right to a S-3 Shelf Registration pursuant to this Section 4 and has exercised fewer than three Demand Registrations, the Investor may elect a third S-3 Shelf Registration and, upon such election, the number of Demand Registrations available to the Investor shall be reduced by one.

          (b)  Right to Effect Shelf Takedowns . The Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Registration Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “ Shelf Takedown ”), but only upon not less than three (3) Business Days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount; provided further , that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within three months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) S-3 Shelf Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering of Shares pursuant to a registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

          (c)  Priority on Underwritten Shelf Takedowns . The Company may include Shares other than Registrable Shares in an underwritten Shelf Takedown for any accounts on the terms provided below, but only with the consent of the managing underwriters of such offering and the Investor (such consent not to be unreasonably withheld). If the managing underwriters of the requested underwritten Shelf Takedown advise the Company and the Investor that in their opinion the number of Shares proposed to be included in the underwritten Shelf Takedown exceeds the number of Shares which can be sold in such offering without materially delaying or jeopardizing the success of the offering (including the price per share of the Shares proposed to be sold in such offering), the Company shall include in such underwritten Shelf Takedown (i) first, the number of Shares that the Investor proposes to sell, and (ii) second, the number of Shares proposed to be included therein by any other Persons (including Shares to be sold for the account of the Company) allocated among such Persons in such manner as the Company may determine. If the number of Shares which can be sold is less than the number of Registrable Shares proposed to be included in the underwritten Shelf Takedown pursuant to clause (i) above, the amount of Shares to be so sold shall be allocated to the Investor. The provisions of this paragraph (c) apply only to a Shelf Takedown that the Investor has requested be an underwritten offering.

          (d)  Selection of Underwriters . If any of the Registrable Shares are to be sold in an underwritten Shelf Takedown initiated by the Investor, the Company shall have the right to select the managing underwriter or underwriters to lead the offering after consultation with the Investor.

          (e)  Effective Period of S-3 Shelf Registrations . The Company shall use best efforts to keep any S-3 Shelf Registration Statement effective for a period of 90 days after the later of the following dates (i) the effective date of such registration statement and (ii) the date on which the applicable holding period for restricted securities held by an affiliate of the Company pursuant to Rule 144 under the Securities Act shall have lapsed; provided that such period shall be extended by the number of days in any Suspension Period commenced pursuant to Section 5 during such period (as it may be so extended) and by the number of days in any Third Party Holdback Period commenced during such period (as it may be so extended). Notwithstanding the foregoing, the Company shall not be obligated to keep any such registration statement effective, or to permit Registrable Shares to be registered, offered or sold thereunder, at any time on or after the Registration Termination Date.

          Section 5. Suspension Periods .

          (a)  Suspension Periods . The Company may (i) delay the filing or effectiveness of a Registration Statement in conjunction with a Demand Registration or an S-3 Shelf Registration or (ii) prior to the pricing of any underwritten offering or other offering of Registrable Shares pursuant to a Demand Registration or an S-3 Shelf Registration, delay such underwritten or other offering (and, if it so chooses, withdraw any registration statement that has been filed), but in each case described in clauses (i) and (ii) only if the Company reasonably determines (x) that proceeding with such an offering would require the Company to disclose material information that would not otherwise be required to be disclosed at that time and that the disclosure of such information at that time would not be in the Company’s best interests, or (y) that the registration or offering to be delayed would, if not delayed, materially adversely affect the Company and its subsidiaries taken as a whole or materially interfere with, or jeopardize the success of, any pending or proposed material transaction, including any debt or equity financing, any acquisition or disposition, any recapitalization or reorganization or any other material transaction, whether due to commercial reasons, a desire to avoid premature disclosure of information or any other reason. Any period during which the Company has delayed a filing, an effective date or an offering pursuant to this Section 5 is herein called a “ Suspension Period ”. The Company shall act in good faith and use reasonable best efforts to end the Suspension Period promptly after the relevant circumstances cease to exist. If pursuant to this Section 5 the Company delays or withdraws a Demand Registration or S-3 Shelf Registration requested by the Investor, the Investor shall be entitled to withdraw such request and, if it does so, such request shall not count against the limitation on the number of such registrations set forth in Section 2 or Section 4. The Company shall provide prompt written notice to the Investor of the commencement and termination of any Suspension Period (and any withdrawal of a registration statement pursuant to this Section 5), but shall not be obligated under this Agreement to disclose the reasons therefor. The Investor shall keep the existence of each Suspension Period confidential and refrain from making offers and sales of Registrable Shares (and direct any other Persons making such offers and sales to refrain from doing so) during each Suspension

Period. In no event (i) may the Company deliver notice of a Suspension Period to the Investor more than three (3) times in any calendar year and (ii) shall a Suspension Period or Suspension Periods be in effect for an aggregate of one hundred and eighty (180) days or more in any calendar year.

          (b)  Other Lockups . Notwithstanding any other provision of this Agreement, the Company shall not be obligated to take any action hereunder that would violate any lockup or similar restriction binding on the Company in connection with a prior or pending registration or underwritten offering.

          Section 6. Holdback Agreements .

          The restrictions in this Section 6 shall apply for as long as the Investor is the beneficial owner of any Registrable Shares. If the Company sells Shares or other securities convertible into or exchangeable for (or otherwise representing a right to acquire) Shares in a primary underwritten offering pursuant to any registration statement under the Securities Act (but only if the Investor is provided its piggyback rights, if any, in accordance with Section 3(a) and Section 3(b)), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration in accordance with Section 3(a) and Section 3(b), and if the managing underwriters for such offering advise the Company (in which case the Company promptly shall notify the Investor) that a public sale or distribution of Shares outside such offering would materially adversely affect such offering, then, if requested by the Company, the Investor shall agree, as contemplated in this Section 6, not to (and to cause its majority-controlled Affiliates not to), in a public sale, sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), or request the registration of, any Registrable Shares (or any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any Registrable Shares) for a period (each such period, a “ Holdback Period ”) beginning on the tenth (10 ^th ) day before the pricing date for the underwritten offering and extending through the earlier of (i) the ninetieth (90 ^th ) day after such pricing date (subject to customary automatic extension in the event of the release of earnings results of or material news relating to the Company) and (ii) such earlier day (if any) as may be designated for this purpose by the managing underwriters for such offering (each such agreement of the Investor, a “ Holdback Agreement ”). Each Holdback Agreement shall be in writing in form and substance satisfactory to the Company and the managing underwriters. Notwithstanding the foregoing, the Investor shall not be obligated to make a Holdback Agreement unless the Company and each selling shareholder in such offering also execute agreements substantially similar to such Holdback Agreement. A Holdback Agreement shall not apply to (i) the exercise of any warrants or options to purchase shares of the Company ( provided that such restrictions shall apply with respect to the securities issuable upon such exercise) or (ii) any Shares included in the underwritten offering giving rise to the application of this Section 6.

          Section 7. Registration Procedures .

          (a) Whenever the Investor requests that any Registrable Shares be registered pursuant to this Agreement, the Company shall use reasonable best efforts to effect, as soon as practicable as provided herein, the registration and the sale of such Registrable Shares in accordance with the intended methods of disposition thereof, and, pursuant thereto, the Company shall, as soon as practicable as provided herein:

          (i) subject to the other provisions of this Agreement, prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use best efforts to cause such Registration Statement to become effective (unless it becomes automatically effective upon filing);

          (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the applicable requirements of the Securities Act and use best efforts to keep such Registration Statement effective for the relevant period required hereunder, but no longer than is necessary to complete the distribution of the Shares covered by such Registration Statement, and to comply with the applicable requirements of the Securities Act with respect to the disposition of all the Shares covered by such Registration Statement during such period in accordance with the intended methods of disposition set forth in such Registration Statement;

          (iii) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any Registrable Shares for sale in any jurisdiction in the United States;

          (iv) deliver, without charge, such number of copies of the preliminary and final Prospectus and any supplement thereto as the Investor may reasonably request in order to facilitate the disposition of the Registrable Shares of the Investor covered by such Registration Statement in conformity with the requirements of the Securities Act;

          (v) use reasonable best efforts to register or qualify such Registrable Shares under such other securities or blue sky laws of such U.S. jurisdictions as the Investor reasonably requests and continue such registration or qualification in effect in such jurisdictions for as long as the applicable Registration Statement may be required to be kept effective under this Agreement ( provided that the Company will not be required to (I) qualify generally to transact business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph (v), (II) subject itself to taxation in any such jurisdiction or (III) consent to general service of process in any such jurisdiction);

          (vi) notify the Investor and each distributor of such Registrable Shares identified by the Investor, at any time when a Prospectus relating thereto would be required under the Securities Act to be delivered by such distributor, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement contains an untrue statement of a material fact or omits a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of the Investor, the Company shall use reasonable best efforts to prepare, as soon as practicable, a supplement or amendment to such Prospectus so that, as thereafter delivered to any prospective purchasers of such Registrable Shares, such Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

          (vii) in the case of an underwritten offering in which the Investor participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, enter into an underwriting agreement, containing such provisions (including provisions for indemnification, lockups, opinions of counsel and comfort letters), and take all such other customary and reasonable actions as the managing underwriters of such offering may request in order to facilitate the disposition of such Registrable Shares (including, making members of senior management of the Company available at reasonable times and places to participate in “road-shows” that the managing underwriter determines are necessary to effect the offering);

          (viii) in the case of an underwritten offering in which the Investor participates pursuant to a Demand Registration, a Piggyback Registration or an S-3 Shelf Registration, and to the extent not prohibited by applicable law, (A) make reasonably available, for inspection by the managing underwriters of such offering and one attorney and accountant acting for such managing underwriters, pertinent corporate documents and financial and other records of the Company and its subsidiaries and controlled Affiliates, (B) cause the Company’s officers and employees to supply information reasonably requested by such managing underwriters or attorney in connection with such offering, (C) make the Company’s independent accountants available for any such managing underwriters’ due diligence and have them provide customary comfort letters to such underwriters in connection therewith; and (D) cause the Company’s counsel to furnish customary legal opinions to such underwriters in connection therewith; provided however that such records and other information shall be subject to such confidential treatment as is customary for underwriters’ due diligence reviews;

          (ix) prior to the issuance of such Registrable Shares, cause all such Registrable Shares to be listed on each primary securities exchange (if any) on which securities of the same class issued by the Company are then listed, subject only to the official notice of issuance of such Registrable Shares;

          (x) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such Registration Statement and, a reasonable time before any proposed sale of Registrable Shares pursuant to a Registration Statement, provide the transfer agent with printed certificates for the Registrable Shares to be sold, subject to the provisions of Section 14;

          (xi) make generally available to its shareholders a consolidated earnings statement (which need not be audited) for a period of twelve (12) months beginning after the effective date of the Registration Statement as soon as reasonably practicable after the end of such period, which earnings statement shall satisfy the requirements of an earning statement under Section 11(a) of the Securities Act and Rule 158 thereunder; and

          (xii) promptly notify the Investor and the managing underwriters of any underwritten offering, if any:

     (1) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective;

     (2) of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for any additional information regarding the Investor;

     (3) of the notification to the Company by the SEC of its initiation of any proceeding with respect to the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement; and

     (4) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction.

          For the avoidance of doubt, the provisions of clauses (vii), (viii), (xi) and (xii) of this Section 7(a) shall apply only in respect of an underwritten offering and only if (based on market prices at the time the offering is requested by the Investor) the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount.

          (b) No Registration Statement (including any amendments thereto) shall contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein not misleading, and no Prospectus (including any supplements thereto) shall contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, except for any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in reliance on and in conformity with written information furnished to the Company by or on behalf of the Investor or any underwriter or other distributor specifically for use therein.

          (c) At all times after the Company has filed a registration statement with the SEC pursuant to the requirements of the Securities Act and until the Registration Termination Date, the Company shall use reasonable best efforts to continuously maintain in effect the registration statement of Common Stock under Section 12 of the Exchange Act and to use reasonable best efforts to file all reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, all to the extent required to enable the Investor to be eligible to sell Registrable Shares (if any) pursuant to Rule 144 under the Securities Act.

          (d) The Company may require the Investor and each distributor of Registrable Shares as to which any registration is being effected to furnish to the Company information regarding such Person and the distribution of such securities as the Company may from time to time reasonably request in connection with such registration.

          (e) The Investor agrees by having its Common Stock treated as Registrable Shares hereunder that, upon being advised in writing by the Company of the occurrence of an event pursuant to Section 7(a)(vi), the Investor will immediately discontinue (and direct any other Persons making offers and sales of Registrable Shares to immediately discontinue) offers and sales of Registrable Shares pursuant to any Registration Statement (other than those pursuant to a plan that is in effect prior to such time and that complies with Rule 10b5-1 of the Exchange Act) until it is advised in writing by the Company that the use of the Prospectus may be resumed and is furnished with a supplemented or amended Prospectus as contemplated by Section 7(a)(vi), and, if so directed by the Company, the Investor will deliver to the Company all copies, other than permanent file copies then in the Investor’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice.

          (f) The Company may prepare and deliver an issuer free-writing prospectus (as such term is defined in Rule 405 under the Securities Act) in lieu of any supplement to a prospectus, and references herein to any “supplement” to a Prospectus shall include any such issuer free-writing prospectus. Neither the Investor nor any other seller of Registrable Shares may use a free-writing prospectus to offer or sell any such shares without the Company’s prior written consent.

          (g) It is understood and agreed that any failure of the Company to file a registration statement or any amendment or supplement thereto or to cause any such document to become or remain effective or usable within or for any particular period of time as provided in Section 2, Section 4 or Section 7 or otherwise in this Agreement, due to reasons that are not reasonably within its control, or due to any refusal of the SEC to permit a registration statement or prospectus to become or remain effective or to be used because of unresolved SEC comments thereon (or on any documents incorporated therein by reference) despite the Company’s good faith and reasonable best efforts to resolve those comments, shall not be a breach of this Agreement.

          (h) It is further understood and agreed that the Company shall not have any obligations under this Section 7 at any time on or after the Registration Termination Date, unless an underwritten offering in which the Investor participates has been priced but not completed prior to the Registration Termination Date, in which event the Company’s obligations under this Section 7 shall continue with respect to such offering until it is so completed (but not more than 60 days after the commencement of the offering).

          (i) Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to file a Registration Statement or include Registrable Shares in a Registration Statement unless it has received from the Investor all reasonably requested information needed to be provided by the Investor for inclusion therein.

          Section 8. Registration Expenses .

          (a) All expenses incident to the Company’s performance of or compliance with this Agreement, including all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, FINRA fees, listing application fees, printing expenses, transfer agent’s and registrar’s fees, cost of distributing Prospectuses in preliminary and final form as well as any supplements thereto, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company (all such expenses being herein called " Registration Expenses ”) (but not including any underwriting discounts or commissions attributable to the sale of Registrable Shares or fees and expenses of counsel and any other advisor representing any underwriters or other distributors), shall be borne by the Company. The Investor shall bear the cost of all underwriting discounts and commissions associated with any sale of Registrable Shares and shall pay all of its own costs and expenses, including all fees and expenses of any counsel (and any other advisers) representing the Investor and any stock transfer taxes.

          (b) The obligation of the Company to bear the expenses described in Section 8(a) shall apply irrespective of whether a registration, once properly demanded or requested becomes effective or is withdrawn or suspended; provided however , that Registration Expenses for any Registration Statement withdrawn solely at the request of the Investor (unless withdrawn following commencement of a Suspension Period pursuant to Section 5) shall be borne by the Investor.

          Section 9. Indemnification for Registration .

          (a) The Company shall indemnify, to the fullest extent permitted by law, the Investor and each Person who controls the Investor (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance and in conformity with information furnished in writing to the Company by the Investor expressly for use therein. In connection with an underwritten offering in which the Investor participates conducted pursuant to a registration effected hereunder, the Company shall indemnify each participating underwriter and each Person who controls such underwriter (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Investor.

          (b) In connection with any Registration Statement in which the Investor is participating, the Investor shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus, or amendment or supplement thereto, and shall indemnify, to the fullest extent permitted by law, the Company, its officers and directors and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities, judgments, costs (including reasonable costs of investigation) and expenses (including reasonable attorneys’ fees) arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information furnished in writing to the Company by or on behalf of the Investor expressly for use therein.

          (c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying Person to assume the defense of such claim with counsel reasonably satisfactory to the indemnified Person. Failure so to notify the indemnifying Person shall not relieve it from any liability that it may have to an indemnified Person except to the extent that the indemnifying Person is materially and adversely prejudiced thereby. The indemnifying Person shall not be subject to any liability for any settlement made by the indemnified Person without its consent (but such consent will not be unreasonably withheld). An indemnifying Person who is entitled to, and elects to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to one local counsel) for all Persons indemnified (hereunder or otherwise) by such indemnifying Person with respect to such claim (and all other claims arising out of the same circumstances), unless in the reasonable judgment of any indemnified Person there may be one or more legal or equitable defenses available to such indemnified Person which are in addition to or may conflict with those available to another indemnified Person with respect to such claim, in which case such maximum number of counsel for all indemnified Persons shall be two rather than one. If an indemnifying Person is entitled to, and elects to, assume the defense of a claim, the indemnified Person shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but, except as set forth above, the indemnifying Person shall not be obligated to reimburse the indemnified Person for the costs thereof. The indemnifying Person shall not consent to the entry of any judgment or enter into or agree to any settlement relating to a claim or action for which any indemnified Person would be entitled to indemnification by any indemnified Person hereunder unless such judgment or settlement imposes no ongoing obligations on any such indemnified Person and includes as an unconditional term the giving, by all relevant claimants and plaintiffs to such indemnified Person, a release, satisfactory in form and substance to such indemnified Person, from all liabilities in respect of such claim or action for

which such indemnified Person would be entitled to such indemnification. The indemnifying Person shall not be liable hereunder for any amount paid or payable or incurred pursuant to or in connection with any judgment entered or settlement effected with the consent of an indemnified Person unless the indemnifying Person has also consented to such judgment or settlement.

          (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person or any officer, director or controlling Person of such indemnified Person and shall survive the transfer of securities and the Registration Termination Date but only with respect to offers and sales of Registrable Shares made before the Registration Termination Date or during the period following the Registration Termination Date referred to in Section 7(h).

          (e) If the indemnification provided for in or pursuant to this Section 9 is due in accordance with the terms hereof, but is held by a court to be unavailable or unenforceable in respect of any losses, claims, damages, liabilities or expenses referred to herein, then each applicable indemnifying Person, in lieu of indemnifying such indemnified Person, shall contribute to the amount paid or payable by such indemnified Person as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other in connection with the statements or omissions which result in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying Person or by the indemnified Person, and by such Person’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. In no event shall the liability of the indemnifying Person be greater in amount than the amount for which such indemnifying Person would have been obligated to pay by way of indemnification if the indemnification provided for under Section 9(a) or 9(b) hereof had been available under the circumstances.

          Section 10. Board and Committee Representation Rights .

          (a)  Initial Election of Director . As soon as practicable (and in any event within five (5) Business Days) following the Closing, (i) the number of directors to constitute the entire Board of Directors of the Company (the “ Board ”) shall increase by one (1) and (ii) the Board will elect or appoint to the Board, a nominee designated by Investor (“ Investor Director ”) to fill such vacancy; provided however , that it shall be a condition precedent to any such designation or appointment that such nominee shall satisfy the applicable qualification requirements under any applicable law, regulation or rules of any securities exchange on which the Company’s shares of Common Stock are then listed or quoted for trading. To the extent permitted by the terms of the Company’s Certificate of Incorporation, Bylaws and applicable law, such Investor Director shall be appointed to that class of directors within the Board, which as of the date of such appointment, has the longest remaining term until re-election. The term “Investor” for the purposes of this Section 10(a) shall mean only BGP Inc., China National Petroleum Corporation (“ BGP ”), unless BGP transfers in full its ownership of Shares to a Permitted Transferee, in which case Investor shall refer to such Permitted Transferee.

          (b)  Continuing Election of Investor Director . Until an Investor Rights Termination Event, (i) Investor shall be entitled to, but not obligated to, designate for election or appointment a nominee to be the Investor Director to serve on the Board, (ii) the Company shall cause the nomination of the Investor Director, or a replacement nominee for Investor Director designated by the Investor, to be included in the nominees proposed by the Board to the stockholders of the Company for election at the next annual meeting of stockholders of the Company at which directors of the class of directors in which the Investor Director serves are to be elected by the stockholders (or, if agreed to by Investor, another class of directors of the Board, subject to the provisions of the Company’s Certificate of Incorporation and Bylaws) and (iii) the Company shall use its reasonable best efforts to ensure that the Investor Director shall be elected to the Board, including soliciting proxies in favor of the election of such Investor Director at any stockholder meetings of the Company. Promptly following the occurrence of any Investor Rights Termination Event, the Investor will cause such Investor Director to tender his resignation as a member of the Board.

          (c)  Committee Appointment . To the extent that the Investor Director meets the applicable qualification requirements pursuant to applicable law and rules and regulations of the New York Stock Exchange and the Commission, if the Investor requests that the Investor Director be nominated to one or more of the following committees of the Board selected by the Investor: the Compensation Committee, the Governance Committee, the Finance Committee and/or the Audit Committee, the Company shall inform the members of the Governance Committee (or other successor body for nomination of directors to committees) of such request and the Governance Committee shall take into consideration such request in accordance with its internal policies.

          (d)  Information Rights of Investor Director . Except with respect to (i) information and discussions relating to competition with Investor, (ii) related party transactions with Investor; (iii) conflicts of interest involving the Investor Director or (iv) as may be restricted or prohibited by applicable laws (which include U.S. export control laws) or voluntary agreements with any governmental entity that have been approved by the Investor (including the Committee on Foreign Investment in the United States (“ CFIUS ”) or a member agency of CFIUS), the Investor Director shall have access to information available to any other members of the Board. The immediately preceding sentence’s reference to “applicable laws” shall include, but not be limited to, U.S. export control laws, and the Investor Director shall have access to the Company’s products, software, and technology only to the extent permitted by applicable U.S. export control laws and any licenses held by the Company thereunder, provided that the Company shall use its best efforts to procure all such licenses, if and when required, so that the Investor Director would be afforded access to information available to any other members of the Board. The Company may require that such access be preceded by a certification of Investor that no products, software, or technology will be re-exported, transferred, or conveyed except in compliance with U.S. export control laws. The Investor shall cause the Investor Director to at all times comply with policies, regulations and laws applicable to all the other members of the Board.

          (e)  Replacements . Until an Investor Rights Termination Event, in the event that any Investor Director shall cease to serve as a director of the Company, whether due to such Investor Director’s death, disability, resignation or removal, the Company shall cause the Board to appoint a replacement Investor Director designated by Investor to fill the vacancy created by such death, disability, resignation or removal.

          (f)  Fees and Expenses . The Company shall pay the Investor Director such customary fees as it pays to other directors for their service on the Board and shall reimburse all reasonable expenses of the Investor Director related to all Board activities, including but not limited to international travel expenses associated with attending any meetings of the Board (or any committee thereof) in person or electronically, but subject in all respects to the Company’s policies regarding expense reimbursement applicable to all directors of the Company.

          (g)  Directors’ Indemnification; Insurance . The Bylaws of the Company, as they may be subsequently amended from time to time, shall at all times provide for the indemnification of the directors of the Company, including their respective heirs, executors and administrators, to the maximum extent permitted under the law of the jurisdiction in which the Company is organized. The Company shall provide the Investor Director with directors’ and officers’ insurance coverage to the same extent as it provides directors’ and officers’ insurance coverage to all directors of the Company.

          Section 11. Information Rights; Voting; Standstill .

          (a)  Information. Until an Investor Rights Termination Event, the Investor shall enjoy information rights and certifications as to such information substantially similar to those enjoyed by other stockholders of the Company of similar stature.

          (b)  Access . Notwithstanding Section 11(a) above, Investor shall have access to the Company’s products, software and technology only to the extent permitted by applicable U.S. export control laws and any licenses held by the Company thereunder, provided that the Company shall use its best efforts to procure all such licenses, if and when required, so that Investor would be afforded access to information substantially similar to those enjoyed by other stockholders of similar stature. The Company may require that such access be preceded by a

certification of the Investor that no products, software, or technology will be re-exported, transferred, or conveyed except in compliance with U.S. export control laws.

          (c)  Financial Information . Investor may request the Company, at Investor’s expense, to provide Investor or its representatives with reasonable access and assistance in preparing such financial statements and other reports and materials as may be required by Investor with respect to its Shares so as to enable Investor to comply with any financial and other regulatory reporting requirements required under applicable law or regulation.

          (d)  Voting . Investor agrees to cause each share of Common Stock beneficially owned by it that is entitled to vote in any election for directors to be present in person or represented by proxy at all meetings of stockholders of the Company, so that all such shares shall be counted as present for determining the presence of a quorum at such meetings. The provisions of this Section 11(d) shall not apply at any time that the Company is not in compliance with its obligations under Section 10(a) and Section 10(b), or following the occurrence of an Investor Rights Termination Event.

          (e)  Standstill .

          (i) During the Standstill Period (as defined below), except as expressly contemplated by the Stock Purchase Agreement and the related transactions in connection therewith, the Investor shall not, and shall not permit any of its subsidiaries to, without the prior written consent of the Company, (A) effect or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in, or (B) facilitate or encourage any other Person to effect or propose (whether publicly or otherwise) to effect or participate in,

     (1) except pursuant to the terms of this Agreement, any acquisition of any capital stock or rights or options to acquire any capital stock (or beneficial ownership thereof) of the Company in connection with or for purposes of changing the control of the Company or influencing the management, the Board or the fundamental policies of the Company;

     (2) any tender or exchange offer, merger or other business combination involving the Company or any of its subsidiaries, or assets of the Company or any of its subsidiaries constituting a significant portion of the consolidated assets of the Company and its subsidiaries;

     (3) any “solicitation” of “proxies” (as such terms are used in the proxy rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act) by the SEC) or consents to vote any voting securities of the Company, in favor of the removal by the stockholders of the Company of any member or members of the Board (other than the Investor Director) or to vote in opposition to any proposal to be made to the stockholders of the Company that has been duly adopted and approved by the Board;

     (4) calling, or seeking to call, a meeting of the stockholders of the Company with respect to any of the matters set forth in Section 11(e)(i)(1), Section 11(e)(i)(2) or Section 11(e)(i)(3) above, or

     (5) forming, joining or in any way participating in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of the Company or otherwise acting in concert with any Person in respect of any such securities, in connection with any of the matters set forth in Section 11(e)(i)(1), Section 11(e)(i)(2), or 11(e)(i)(3) above.

          (ii) During the Standstill Period, the Investor shall use its best efforts to cause its direct parent entity not to undertake any of the actions set forth in Section 11(e)(i) above without the prior written consent of the Company.

          (iii) The provisions of this Section 11(e) shall not apply at any time that the Company is not in compliance with its obligations under Sections 10(a) and (b) above. “Standstill Period” shall mean the period from the date hereof until the earlier of (A) the fourth anniversary of the Closing Date, and (B) the occurrence of an Investor Rights Termination Event. In addition, the Standstill Period shall be suspended, and the restrictions of this Section 11(e) shall not apply, upon the failure of any nominee of Investor to be elected as the Investor Director to the Board within 60 calendar days following any annual or special meeting of stockholders of the Company at which an Investor nominee stood for election but was nevertheless not elected, provided that the Standstill Period shall resume and the restrictions of this Section 11(e) shall apply, from and after the date that such nominee of Investor (or an alternate nominee designated by the Investor) is elected or appointed to the Board as the Investor Director.

          (iv) Contemporaneously with the execution and delivery of this Agreement, the respective rights and obligations of Investor and the Company pursuant to those standstill provisions contained in Section 10 of that certain Non-Disclosure Agreement dated as of August 7, 2009 by and between Investor and the Company, shall thereupon terminate and be rendered null and void and of no effect for all purposes thereafter.

          Section 12. Anti-Dilution Rights .

          (a)  Sale of New Qualified Securities . The Company hereby grants to Investor a pre-emptive right to purchase, at the New Qualified Securities Purchase Price, up to its pro rata share of any New Qualified Securities which the Company may, from time to time, propose to sell, offer or issue. The Investor’s pro rata share, for purposes of the pre-emptive right under this Section 12, shall be the Investor Percentage Interest immediately prior to the issuance of New Qualified Securities; provided that the Investor’s rights to exercise its pre-emptive rights under this Section 12 to purchase New Qualified Securities shall be subject in all respects to the rules and regulations of the New York Stock Exchange (while the Company is so listed), including any applicable rules requiring the approval by the stockholders of the Company with respect to the issuance and sale of more than 19.99% of the outstanding shares of Common Stock.

          (b)  Price of New Qualified Securities . The purchase price (“ New Qualified Securities Purchase Price ”) for any New Qualified Securities offered by the Company to Investor pursuant to this Section 12 shall be made at the issue price received by the Company in the relevant offering and sale and, for the avoidance of doubt, shall be net of all underwriting discounts. In the case of an issuance or sale of New Qualified Securities for a consideration in whole or in part other than cash, including securities acquired in exchange therefor (other than securities by their terms so exchangeable), the New Qualified Securities Purchase Price shall be deemed to be the fair value thereof as determined from the methodology implied in the definitive documents in connection with such an issuance, which methodology and calculations the Company shall provide to Investor along with the Issuance Notice.

          (c)  Issuance Notice . In the event the Company proposes to undertake an issuance of New Qualified Securities, it shall give the Investor written notice (an “ Issuance Notice ”) of such intention describing the type of New Qualified Securities, and their price and the general terms upon which the Company proposes to issue such New Qualified Securities and any other information provided to other potential subscribers or investors of such New Qualified Securities. The Issuance Notice shall be provided at least three (3) Business Days prior to an issuance of New Qualified Securities (unless such New Qualified Securities are to be issued for consideration other than cash, in which case the Issuance Notice shall be provided at least 48 hours prior to the issuance of New Qualified Securities).

          (d)  Purchase by Investor . Investor shall have until the later of (i) two (2) Business Days (or if longer, such other period specified in the Issuance Notice) from the date the Issuance Notice is given and (ii) the date and time by which other potential investors or subscribers have to commit to the purchase of New Qualified Securities

(the “ Lapse Date ”) to indicate whether it shall purchase the Investor’s pro rata share of such New Qualified Securities (as determined in Section 12(a) hereof) for the New Qualified Securities Purchase Price upon the terms specified in the Issuance Notice by giving written notice to the Company that states therein the quantity of New Qualified Securities to be purchased. The failure of Investor to respond by the relevant Lapse Date shall constitute a waiver by the Investor of its rights under this Section 12 with respect to such offering of New Qualified Securities, but shall not affect its pre-emptive right with respect to any subsequent offering (including any material modification of the previously waived offering). The Investor may condition its agreement to purchase New Qualified Securities on the consummation of the offering and sale of New Qualified Securities giving rise to its pre-emptive right and/or upon the receipt of any applicable regulatory approvals, consents or reviews, but (i) any such purchase or agreement to purchase New Qualified Securities shall be subject in all respects to the rules and regulations of the New York Stock Exchange (while the Company is so listed), including any applicable rules requiring the approval by the stockholders of the Company with respect to the issuance of more than 19.99% of the outstanding shares of Common Stock and (ii) if any regulatory approvals, consents or reviews are required prior to the Investor’s purchase of such New Qualified Securities (including approvals of the Company’s stockholders with respect to such issuance under the rules and regulations of the New York Stock Exchange) and such approval, consent or conclusion of review is not reasonably expected to have been received prior to the intended date of issuance of New Qualified Securities, the Company may proceed with the sale of New Qualified Securities as set forth in the Issuance Notice without simultaneously issuing New Qualified Securities to the Investor so long as (A) the Investor’s pro rata share of such New Qualified Securities is set aside and duly reserved by the Company for such subsequent issuance to the Investor and (B) such New Qualified Securities are issued to the Investor promptly upon the Investor or such issuance having obtained such applicable stockholder or regulatory approvals or consents or the conclusion of such applicable review.

          (e)  Sales by the Company . Upon the expiration of the period provided for in Section 12(d) for the Investor to agree to purchase New Qualified Securities, the Company may sell New Qualified Securities with respect to which Investor’s pre-emptive rights under this Section 12 were not exercised during the one hundred and eighty (180) days following such expiration, at a price and upon terms not more favorable to the purchasers thereof than specified in the Issuance Notice. To the extent that the Company has not actually sold such New Qualified Securities within such one hundred and eighty (180) day period, the waiver of the Investor with respect to such offering of New Qualified Securities shall expire and the Company shall not thereafter issue or sell any New Qualified Securities, without first again offering such securities to the Investor in the manner provided in this Section 12.

          (f)  Cooperation . The Company and Investor shall cooperate in good faith to facilitate the exercise of the Investor’s pre-emptive rights hereunder, including securing any required approvals or consents for the issuance of New Qualified Securities to Investor and cooperation in the filing of any applicable regulatory approvals (including CFIUS) by the Company or the Investor and any applicable stockholder approvals (including, but not limited to any required under the rules and regulations of the New York Stock Exchange) in a manner that does not jeopardize the timing, marketing, pricing or execution of any offering of the Company’s securities.

          (g)  Limitation of Rights . Notwithstanding the above, nothing set forth in this Section 12 shall confer upon the Investor the right to purchase any securities of the Company other than New Qualified Securities.

          (h)  Termination of Preemptive Rights . Anything to the contrary in this Section 12 notwithstanding, the preemptive right to purchase New Qualified Securities granted by this Section 12 shall terminate and no longer be available to Investor to exercise in the event that Investor breaches any of its material obligations under this Agreement and if such breach is contested by Investor, only upon a final determination by a competent authority pursuant to this Agreement finding that Investor breached such obligations hereunder.

          Section 13. Securities Act Restrictions .

          The Registrable Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement, Rule 144 or an available exemption from registration under the Securities Act. The Company may impose stop-transfer instructions with respect to any Registrable Shares that are to be transferred in contravention of this Agreement. Any certificates representing the Registrable Shares may

bear a legend (and the Company’s share registry may bear a notation) referencing the restrictions on transfer contained in this Agreement, until such time as such securities have ceased to be (or are to be transferred in a manner that results in their ceasing to be) Registrable Shares. Subject to the provisions of this Section 13, the Company will replace any such legended certificates with unlegended certificates promptly upon surrender of the legended certificates to the Company or its designee, in order to facilitate a lawful transfer or at any time after such shares cease to be Registrable Shares.

          Section 14. Transfers of Rights and Shares .

          (a) Subject to the requirements of Section 13 and this Section 14(a), Investor may transfer to a Permitted Transferee (i) any or all Registrable Shares (including those that cease to be considered Registrable Shares pursuant to sub-clause (v)(c) of the definition of “Registrable Shares” in Section 1 of this Agreement) that it acquires from the Company hereunder, and (ii) subject to Section 14(e), any or all rights under this Agreement. Upon such transfer and assignment, such Permitted Transferee shall, together with any and all other such Permitted Transferees and the Investor, also have the rights of the Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in customary form and substance and without the inclusion of any terms more onerous to the Investor than the terms of this Agreement) that it has joined with the Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it in accordance with this Agreement by the Investor. Each transfer of rights under this Section 14(a) shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Subject to the proviso contained in Section 14(b), upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the Investor’s obligations under this Agreement, and the rights not so transferred, shall continue in full force and effect.

          (b) In addition to the rights of Investor under Section 14(a), in the event that Investor transfers any Registrable Shares in accordance with the terms hereof, Investor (and any subsequent transferee or assignee pursuant to this Section 14(b) may assign and transfer all or a portion of its rights and entitlement to cause the Company to register offers and sales of Registrable Shares under this Agreement (but only with all related obligations), other than to any of the Company’s competitors identified to Investor in that certain notice letter delivered to Investor contemporaneously with the execution and delivery of the Stock Purchase Agreement; provided , that so long as the original Investor (not including any transferees or assignees) owns any remaining Registrable Shares, the right to request Demand Registrations and S-3 Shelf Registrations shall be held only by the original Investor (and not any transferees or assignees) and under no circumstances shall the Company be required to provide (i) more than three (3) Demand Registrations and (ii) more than two (2) S-3 Shelf Registration (or three (3) in the event the Investor elects to exchange one of its Demand Registration rights for a S-3 Shelf Registration).

          (c) For the avoidance of doubt, each of the Investor and any Permitted Transferee shall be able to directly or indirectly transfer, sell, contract to sell, assign, pledge, convey, lend, hypothecate, grant any option to purchase, purchase any option to sell, make any short sale or other encumber or dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests) all or any portion of the Registrable Shares in compliance with Section 13 hereof. Notwithstanding the foregoing, the Investor and any Permitted Transferee shall not knowingly transfer all or any portion of the Registrable Shares to the Company’s competitors identified to Investor in that certain notice letter delivered to Investor contemporaneously with the execution and delivery of the Stock Purchase Agreement; provided that the foregoing shall not restrict Investor from selling any Registrable Shares on any stock exchange or other electronic communication network used in the buying or selling of securities, including the New York Stock Exchange, where the identity of the purchasers on such exchange cannot be determined or controlled by Investor (unless Investor knows or has reason to know that the purchasers of the Registrable Shares are among those identified in such notice letter).

          (d) Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement, or who acquires securities that are not, or upon acquisition cease to be,

Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall no longer have the benefits, and the holder thereof shall not have the rights, afforded hereunder.

          (e) It is understood and agreed that:

          (i) the Investor’s rights under Section 10, Section 11 and Section 12 under this Agreement will not be transferable to any transferee of any securities other than a Permitted Transferee;

          (ii) the Investor’s rights under Section 10 and Section 11 and the right to elect to purchase New Qualified Securities pursuant to Section 12 (but not, for avoidance of doubt, any right to actually purchase such New Qualified Securities once an election has been made by the Investor, which right may be exercised pro rata by any Permitted Transferees in proportion to their ownership of Registrable Shares at the time of such election) shall only be transferable to the Permitted Transferee to the extent all Shares then held by the Investor have been transferred to such Permitted Transferee (and in such event, such Permitted Transferee shall have entered into an agreement with the Company as set forth in Section 14(a) above).

          Section 15. Miscellaneous .

          (a)  Notices . All notices or other communications required or permitted to be given under this Agreement shall be in writing in both Chinese and English and shall be deemed to have been fully given on the date delivered by hand or by a generally recognized courier service (with relevant fees prepaid), or by other messenger (or, if delivery is refused, upon presentment) or upon receipt by facsimile transmission ( provided , that the confirmation of such facsimile transmission is delivered by hand or by a generally recognized courier service to the addressee of the facsimile within five (5) days of the delivery of the facsimile), or upon delivery by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address as such party may designate by fifteen (15) days’ advance written notice to the other party to this Agreement given in accordance with this Section 15(a).

If to the Company:

ION Geophysical Corporation
2105 CityWest Blvd. Suite 400
Houston, Texas 77042-2839
United States of America
Attention:           Mr. David L. Roland
Facsimile:           (+001-281) 879 3600

If to the Investor:

BGP Inc., China National Petroleum Corporation
No. 189, West Fanyang Street,
Zhou Zhou 072751, Hebei
People’s Republic of China
Attention:           Mr. Huasheng Zheng
Facsimile:           (+86-10) 8120 1392

          (b)  No Waivers . No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the party waiving such provision. No failure or delay by a party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy hereunder preclude any further exercise thereof or the exercise of any other

right, power or remedy. Without limiting the foregoing, no waiver by a party of any breach by any other party of any provision hereof shall be deemed to be a waiver of a subsequent breach of that or any other provision hereof.

          (c)  Assignment. Neither party to this Agreement may, whether by contract, operation of law or otherwise, assign any of its rights or delegate any of its obligations under this Investor Rights Agreement without the prior written consent of the other party hereto, and any purported assignment without such consent shall be void and without effect, except for (i) an assignment, in the case of a merger or consolidation where such party is not the surviving entity, or a sale of substantially all of its assets, to the entity which is the survivor of such merger or consolidation or the purchaser in such sale or (ii) a transfer or assignment by Investor in accordance with Section 14 pursuant to the terms contained therein.

          (d)  Parties in Interest; No Third-Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Nothing contained in this Agreement, expressed or implied, is intended to confer upon any Person or entity other than the Company and the Investor (and any Permitted Transferee to which an assignment is made in accordance with this Agreement), any benefits, rights, or remedies (except as specified in Section 9 hereof).

          (e)  Governing Law: Dispute Resolution . This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

          (i) Each of the parties hereto agrees all disputes arising among the parties in connection with this Agreement, or the breach, termination, interpretation or validity thereof, shall be finally settled by the Hong Kong International Arbitration Centre (the “ HKIAC ”) pursuant to UNCITRAL Rules with the Company, on the one hand, being entitled to designate one arbitrator, and with the Investor, on the other hand, being entitled to designate one arbitrator, while the third arbitrator will be selected by agreement between the two designated arbitrators or, failing such agreement, within 10 calendar days of initial consultation between the two arbitrators, by the HKIAC pursuant to its arbitration rules. If any party fails to designate its arbitrator within 20 calendar days after the designation of the first of the three arbitrators, the HKIAC shall have the authority to designate any Person whose interests are neutral to the parties as the second of the three arbitrators. The arbitration shall be conducted in English. To the extent consistent with UNCITRAL Rules, each of the parties hereto shall cooperate with the others in provision of information during any discovery process relating to arbitrations in connection with the Transaction Documents. The parties hereto further agree that, to the extent consistent with UNCITRAL Rules, the parties shall be entitled to seek temporary and permanent injunctive relief from the arbitrators without the necessity of proving actual damages and without posting a bond or other security.

          (ii) Each of the parties hereto agrees that notice may be served upon such party at the address and in the manner set forth for such party in Section 15(a).

          (iii) To the extent permitted by applicable laws, each of the parties hereto hereby unconditionally waives trial by jury in any legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

          (f)  Counterparts; Effectiveness . This Agreement (or any agreement that amends, modifies or supplements this Agreement) may be executed in any number of counterparts and by the parties in separate counterparts, including counterparts transmitted by telecopier or facsimile, in Chinese or English, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

          (g)  Entire Agreement . This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all previous covenants, agreements, undertakings, promises, obligations, representations, warranties, understandings, arrangements, communications, negotiations and understandings, oral or written, of any nature among the parties relating to such subject matter.

          (h)  Headings and Captions . The section and paragraph headings and table of contents contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

          (i)  Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable: (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

          (j)  Additional Registration Rights . The Company agrees that it shall not grant any registration rights to any third party (i) unless such rights are expressly made subject to the rights of the Investor in a manner consistent with this Agreement or (ii) if such registration rights are senior to, or take priority over, the registration rights granted to the Investor under this Agreement.

          (k)  Amendments . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Company and the Investor (and any permitted assigns and transferees, as the case may be), or, in the case of a waiver, by the party against whom the waiver is to be effective. Any amendment or waiver in accordance with this Section 15(k) shall be binding on all parties hereto, including all of their successors and permitted assigns and transferees, even if they do not execute any consent with respect to such amendment or waiver.

          (l)  Confidentiality . Each of the Company and the Investor agrees to, and shall cause their respective agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the other party’s business, (ii) in the event that a party or any such agent, representative, Affiliate, employee, officer or director of such party becomes legally compelled to disclose any such information, provide the other party with prompt written notice of such requirement so that any other party may seek a protective order or other remedy or waive compliance with this Section 15(l), and (iii) in the event that such protective order or other remedy is not obtained, or the other party waives compliance with this Section 15(l), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable best efforts to obtain assurances that confidential treatment will be accorded such information. Each party agrees and acknowledges that remedies at law for any breach of its obligations under this Section 15(l) are inadequate and that in addition thereto, the other party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any such breach. Each party shall cause its respective successors and assigns with respect to any Shares transferred hereunder and rights transferred hereunder to be specifically bound by this Section 15(l).

          (m)  Specific Performance . The parties agree and acknowledge that, in addition to the rights to equitable relief set forth in Section 15(l) above, either party shall be entitled to an injunction or injunctions or other equitable relief to prevent any breach or threatened breach of this Agreement or to enforce specifically any of the terms and provisions hereof.

          (n)  Termination . Other than certain termination provisions applicable to particular Sections of this Agreement that are specifically provided for elsewhere herein, this Agreement shall terminate (i) upon the mutual written agreement of the Company and the Investor or (ii) at such time as the Investor no longer beneficially owns any securities.

          (o)  New York Stock Exchange . References in this Agreement to the “New York Stock Exchange” and the rules and regulations thereof shall be deemed to refer to the principal national securities exchange on which the Company’s Shares of Common Stock are then listed or admitted or quoted for trading (and the rules and regulations thereof) if the Company Shares are no longer listed on the New York Stock Exchange.

[ Remainder of page intentionally left blank ]

           In Witness Whereof , this Investor Rights Agreement has been duly executed by each of the parties hereto as of the date first written above.

EXHIBIT 10.3

SHARE PURCHASE AGREEMENT

Dated as of March 24, 2010

by and among

ION GEOPHYSICAL CORPORATION,

INOVA GEOPHYSICAL EQUIPMENT LIMITED,

and

BGP INC., CHINA NATIONAL PETROLEUM CORPORATION

Document No. 80668

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.1 Specific Definitions			1
Section 1.2 Other Terms			16
Section 1.3 Other Definitional Provisions			16
ARTICLE II RESTRUCTURING, SALE AND PURCHASE			16
Section 2.1 Completion of Restructuring			16
Section 2.2 Sale and Purchase			17
Section 2.3 Closing; Delivery and Payment			17
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PARTIES			21
Section 3.1 Structure			21
Section 3.2 Organization and Qualification			21
Section 3.3 Corporate Power and Binding Effect			21
Section 3.4 Consents and Approvals			22
Section 3.5 Non-Contravention			22
Section 3.6 Intentionally Omitted			22
Section 3.7 Assets and Sufficiency			22
Section 3.8 Financial Statements			23
Section 3.9 Liabilities			24
Section 3.10 Inventories; Receivables			24
Section 3.11 Conduct in the Ordinary Course; Absence of Certain Changes, Events and Conditions			24
Section 3.12 Litigation and Claims			26
Section 3.13 Compliance with Laws			27
Section 3.14 Contracts			27
Section 3.15 Customers			28
Section 3.16 Suppliers			29
Section 3.17 Tax Matters			29
Section 3.18 Employee Matters			30
Section 3.19 Employees			33
Section 3.20 Certain Interests			33
Section 3.21 Intellectual Property			34
Section 3.22 Insurance			35
Section 3.23 Real Property			36
Section 3.24 Tangible Personal Property			36
Section 3.25 Environmental Matters			37
Section 3.26 Product Warranties and Liabilities			37
Section 3.27 Brokers; Finders and Fees			37
Section 3.28 Certain Business Practices			37
Section 3.29 Full Disclosure			38
Section 3.30 Liability for the Company’s Breach prior to the Closing			38
Section 3.31 Liability for Purchaser Holdco’s breach prior to the Closing			38
ARTICLE IV ADDITIONAL REPRESENTATIONS AND WARRANTIES			38
Section 4.1 Additional Seller and Company Representations			38
Section 4.2 Additional Purchaser Representations			40

TABLE OF CONTENTS
(continued)

		Page
ARTICLE V COVENANTS			41
Section 5.1 Reasonable Best Efforts			41
Section 5.2 Required Approvals and Corporate Actions			41
Section 5.3 Notice			42
Section 5.4 Publicity			42
Section 5.5 Expenses			42
Section 5.6 Intercompany Liabilities			43
Section 5.7 Pre-Closing Restructuring and Closing Asset Transfer			43
Section 5.8 Confidentiality			49
Section 5.9 Conduct of Business			49
Section 5.10 Access and Information			50
Section 5.11 No Solicitation or Negotiation			50
Section 5.12 Customers			51
Section 5.13 Transaction Documents			51
Section 5.14 Tax Matters			51
Section 5.15 Additional Covenants			52
Section 5.16 Further Assurances			53
Section 5.17 Breach by the Company Group			53
ARTICLE VI CONDITIONS TO CLOSING			53
Section 6.1 Conditions to the Obligations of the Purchaser and the Seller			54
Section 6.2 Conditions to the Purchaser’s Obligations at the Closing			54
Section 6.3 Conditions to Obligations of the Seller			55
ARTICLE VII TERMINATION			55
Section 7.1 Termination			55
Section 7.2 Effect of Termination			56
ARTICLE VIII SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES			57
Section 8.1 Survival			57
Section 8.2 Indemnification			57
Section 8.3 Third-Party Claim Indemnification Procedures			59
Section 8.4 No Consequential Damages			60
Section 8.5 Adjustments to Losses			60
Section 8.6 Payments			61
Section 8.7 Mitigation			61
Section 8.8 Tax Treatment of Indemnity Payments			61
Section 8.9 Seller’s and Purchaser’s Tax Obligations			61
ARTICLE IX MISCELLANEOUS			61
Section 9.1 Amendment and Waiver			61
Section 9.2 No Waiver			62
Section 9.3 Assignment			62
Section 9.4 Parties in Interest; No Third Party Beneficiaries			62
Section 9.5 Entire Agreement			62
Section 9.6 Schedules			62
Section 9.7 Counterparts			62
Section 9.8 Section Headings			62
Section 9.9 Notices			62
Section 9.10 Dispute Resolution			63
Section 9.11 Specific Performance			64
Section 9.12 GOVERNING LAW			64

TABLE OF CONTENTS
(continued)

		Page
Section 9.13 Language			64
Section 9.14 Severability			64
Section 9.15 No Strict Construction			64

EXHIBITS
Exhibit A		Form of Amended and Restated Articles of Association
Exhibit B-1		Form of Joint Venture Collaboration Agreement
Exhibit B-2		Form of Seller and Purchaser Collaboration Agreement
Exhibit C		Form of Joint Venture Agreement
Exhibit D		Form of Key Business Employee Agreement
Exhibit E		Form of Purchaser Assignment, Transfer and Assumption Agreement
Exhibit F		Form of Purchaser Intellectual Property Agreement
Exhibit G		Form of Seller Group Assignment, Transfer and Assumption Agreements
Exhibit H		Form of Seller Group Intellectual Property Agreements
Exhibit I		Form of Purchaser Employee Secondment Agreement
Exhibit 2.1		Plan of Reorganization
Exhibit 2.3		Closing Process Memorandum
Exhibit 2.3(d)(i)(1)		Form of Cross Receipt by the Seller, the Company and the Purchaser
Exhibit 3.7(a)		List of Business Assets
Exhibit 5.7(a)		Organizational Structure of the Company Group after the Restructuring
DISCLOSURE SCHEDULES
Seller and Company Disclosure Schedule
Purchaser Disclosure Schedule

      SHARE PURCHASE AGREEMENT (this “ Share Purchase Agreement ”), dated as of March 24, 2010, by and among ION Geophysical Corporation, a Delaware corporation (the “ Seller ”), INOVA Geophysical Equipment Limited , (the “ Company ”), and BGP Inc., China National Petroleum Corporation, a company organized under the laws of the PRC (the “ Purchaser ”). The Seller, the Company and the Purchaser are referred to herein as the “ Parties ” collectively and a “ Party ” individually.

RECITALS:

     WHEREAS, the Seller and the Purchaser have entered into a Term Sheet dated October 23, 2009 (the “ Transaction Term Sheet ”) pursuant to which the Seller and the Purchaser have agreed to establish a joint venture to engage in the Business (as defined herein);

     WHEREAS, as contemplated in the Transaction Term Sheet, the Seller has organized the Company as its wholly-owned Subsidiary, and intends to transfer its Business to the Company pursuant to the Restructuring as described herein;

     WHEREAS, following the Restructuring the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, 51% of the Equity Interest of the Company on the terms and conditions set forth herein and enter into the other Transaction Documents in order to give effect to the joint venture;

     NOW, THEREFORE, in consideration of the mutual representations and warranties, covenants and undertakings contained herein, and subject to and on the terms and conditions herein set forth, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 Specific Definitions . As used in this Share Purchase Agreement, the following terms shall have the meanings set forth or referenced below:

     “ Action ” means any civil, criminal or administrative claim, action, suit, proceeding, arbitration, controversy or investigation by or before any Government Entity or any other Person acting on behalf of a Government Entity, whether brought by a Government Entity or any other Person.

     “ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. For purposes of this Share Purchase Agreement, no member of the Seller Group or the Purchaser Group shall be deemed an Affiliate of any member of the Company Group, and no member of the Company Group shall be deemed an Affiliate of any member of either the Seller Group or the Purchaser Group.

     “ Affiliate Transaction ” means any transaction, agreement, arrangement or understanding between the Company or any of its Subsidiaries on one hand, and any of its current or former officers or directors or other Affiliates, on the other hand (excluding any wholly-owned Subsidiary of the Company) that would be expected to require the fulfillment or payment of any obligations or Liabilities by the Company.

     “ Amended and Restated Articles of Association ” means the amended and restated articles of association of the Company in the form attached hereto as Exhibit A , to be adopted by the Company at the Closing.

     “ ARAM Companies ” has the meaning set forth in Section 2.3(f)(iii) .

     “ ARAM Seller Case ” means that certain Action titled “ARAM Seller Case” listed in Section 3.12(a) of the Seller and Company Disclosure Schedule.

     “ ARC ” means ARAM Rentals Corporation, an unlimited liability company organized under the Laws of Nova Scotia.

     “ ASRI ” means ARAM Seismic Rentals, Inc., a company organized under the Laws of the State of Texas.

     “ Bankruptcy Exception ” has the meaning set forth in Section 3.3(b).

     “ Books and Records ” means, with respect to any Person, all books, records, Contracts, documents, instruments, ledgers, reports, plans and files related to the conduct of the businesses of such Person, in paper, electronic or other forms that are maintained by or on behalf of the Person.

     “ Bridge Loan Conversion ” has the meaning set forth in Section 2.3(b)(ii).

     “ Business ” means the business of design, development, engineering, manufacture, research and development, distribution, sales and marketing and field support of land-based equipment used in seismic data acquisition for the energy and petroleum industry and,

     (i) with specific reference to the Seller, the Seller Group, the Company or the Company Group, means such business as conducted by the Seller Group, including (A) any and all existing products and technologies comprising the Scorpion ^® , Aries ^® , FireFly ^® , Pelton, vibroseis, eVib, Connex and land VectorSeis ^® product lines and businesses; (B) ARAM equipment rental business as conducted by ARC and ASRI; and (C) any research and development of, improvements on and new products by the Seller Group (but only prior to the Closing) or the Company Group based on the products referred to in clauses (A) to (B), other than, in each case, the Excluded Business; and

     (ii) with specific reference to the Purchaser or the Purchaser Group, means such business as conducted by the Purchaser Group, including the research, development and production of certain land seismic recording systems and auxiliary equipment, other than the Excluded Business.

     “ Business Assets ” means all tangible and intangible assets necessary to or principally used in the conduct of the Business as presently conducted and operated by a Relevant Group, including (i) the Transferred Business Assets, (ii) the facilities and services to which the Company Group will have a contractual right pursuant to the transfer or assignment of the Transferred Material Contracts and the Transferred Business IP Agreements and (iii) the rights and services to be provided to the Company pursuant to the Transaction Documents.

     “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in the PRC or the U.S. are permitted or obligated by applicable Law to be closed.

     “ Business Employee ” means any current employee, officer, director or consultant of a Relevant Group principally engaged in providing services to the Business of the Relevant Group.

     “ Business Financial Statements ” has the meaning set forth in Section 3.8(b).

     “ Business Intellectual Property ” means the Owned Intellectual Property and the Licensed Intellectual Property.

     “ Business IP Agreements ” means with respect to a Party, (i) all agreements under which a Party (or a Relevant Group) is licensed or otherwise permitted by a third party to use any Business Intellectual Property, and (ii) all agreements under which a third party is licensed or otherwise permitted to use any of a Party’s (or a Relevant Group’s) Business Intellectual Property owned by such Party (or Relevant Group).

     “ Business IT Assets ” means with respect to a Party, all IT Assets that are necessary to or used in the conduct or operations of its Business as presently conducted and operated, including its Business Software.

     “ Business Products ” means with respect to a Party, all service offerings or products made commercially available or otherwise distributed, or under development under its Business.

     “ Business Real Property ” means all Owned Real Property and all Leased Real Property of a Party or its Relevant Group; provided that for purposes of Section 5.7(a), it is understood and agreed that certain Leased Real Property of the Seller shall be subleased to the Company as set forth in Schedule 3.14(a) of the Seller and Company Disclosure Schedule and not transferred by way of assignment.

     “ Business Related Party Transaction ” has the meaning set forth in Section 3.17(e).

     “ Business Software ” means with respect to a Party, all Owned Software and Licensed Software that are necessary to or used in the conduct or operations of its Business as presently conducted and operated, including all (i) Software used in its Relevant Group’s provision of its Business Products to customers and/or end users, including any Software incorporated in, or integrated or bundled with, any such Business Product, (ii) Software intended for license to customers and/or end users, and (iii) Software, libraries, modules and other materials used by its Relevant Group in the development, design, construction or testing of any of such Software described in clause (i) or (ii) above.

     “ Cash Purchase Price ” has the meaning set forth in Section 2.3(d)(ii)(1).

     “ CFIUS ” means the Committee on Foreign Investments in the United States.

     “ CFIUS Approval ” means any of the following: (i) CFIUS shall have provided notice to the Seller and the Purchaser to the effect that a review or investigation of the Contemplated Transactions has been concluded, and that a determination has been made that the Contemplated Transaction is not a covered transaction subject to CFIUS review, or (ii) with respect to any part of the Contemplated Transactions that CFIUS determines is a covered transaction, (A) CFIUS shall have provided notice to the Seller and the Purchaser to the effect that a review or investigation has been concluded, and that there are no unresolved U.S. national security concerns or (B) CFIUS shall have provided notice to the Seller and the Purchaser to the effect that a review or investigation of the Contemplated Transactions has been concluded, and that a determination has been made that mitigation efforts are necessary to resolve the U.S. national security concerns of CFIUS and the Seller and the Purchaser shall have agreed on such mitigation efforts and entered into such agreements that permit CFIUS to confirm that there are no unresolved U.S. national security concerns or (iii) the period of time for any applicable review process by CFIUS and any subsequent Presidential decision whether to take action under Exon-Florio shall have expired, and the President of the United States shall not have taken action to block or prevent the consummation of the Contemplated Transactions under Exon-Florio on the basis that they threaten to impair the U.S. national security or otherwise.

     “ CIS Subsidiary ” has the meaning set forth in Section 2.3(f)(ii).

     “ Claims ” means any and all (i) administrative, regulatory, judicial or arbitral Actions; (ii) suits, petitions, appeals, demands, demand letters or claims; and (iii) investigations, hearings, proceedings, consent orders or consent agreements.

     “ Claim Notice ” has the meaning set forth in Section 8.3(a).

     “ Closing ” has the meaning set forth in Section 2.3(a).

     “ Closing Date ” has the meaning set forth in Section 2.3(a).

     “ Closing Process Memorandum ” has the meaning set forth in Section 2.3(b)(v).

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

     “ Company Assumed Liabilities ” has the meaning set forth in Section 5.7(b).

     “ Company Group ” means the Company and its Subsidiaries (effective upon such Subsidiaries becoming Subsidiaries of the Company).

     “ Comparable Offer of Employment ” has the meaning set forth in Section 5.7(d)(i)(2).

     “ Confidentiality Agreement ” means that certain Non-Disclosure Agreement, dated as of August 7, 2009 by and between the Seller and the Purchaser.

     “ Consent ” means any consent, approval, authorization, waiver, Permit, grant, franchise, concession, agreement, license, certificate, exemption, order, registration, declaration, filing, report or notice of, with or to any Person.

     “ Contemplated Transactions ” means the transactions contemplated by the Transaction Documents.

     “ Contract ” means, with respect to any specified Person, all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, Permits, powers of attorney, purchase or sale orders, leases, and other agreements, contracts, instruments, obligations, commitments, arrangements and understandings, written or oral, to which the specified Person is a party or by which it or any of its properties or assets may be bound or affected.

     “ Control ”, “ Controlled ”, “ Controlling ” or “ under common Control with ” with respect to any Person means the possession, directly or indirectly, of the ability or power to direct the management and affairs of such Person, whether through the ownership of voting securities or by Contract, and such ability shall be deemed to exist when any Person holds a majority of the outstanding voting securities of such Person.

     “ Convertible Promissory Notes ” means the Convertible Promissory Note and the Convertible Promissory Note (Foreign Borrower) issued by the Seller and ION International S.à r.l., respectively, to the New Lender on October 23, 2009 under the Credit Agreement.

     “ Copyrights ” means published and unpublished works of authorship (including without limitation databases and other compilations of information, mask works and semiconductor chip rights, design rights, Software (both source code and object code), flow charts, diagrams, descriptive texts and programs), the copyrights therein and thereto, all registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof.

     “ Credit Agreement ” means the Amended and Restated Credit Agreement, dated as of July 3, 2008, among the Seller, ION International S.à r.l., HSBC Bank USA, N.A., ABN Amro Incorporated, Citibank, N.A. and the other lenders and guarantors named therein, as amended from time to time.

     “ Default Fee ” has the meaning set forth in Section 7.2(b).

     “ Encumbrance ” means any pledge, hypothecation, mortgage, lien (including environmental and tax liens), violation, charge, claim, easement, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, preemptive right, restrictive covenant, equitable interest, exception, mortgage, option, pledge, right of first refusal, security interest or statutory lien of any kind, including any condition or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

     “ Environment ” means surface waters, groundwaters, soil, subsurface strata and ambient air.

     “ Environmental Claims ” means any Claims relating in any way to any Environmental Law or any Environmental Permit, including (i) any and all Claims by Government Entities for enforcement, cleanup, removal,

response, remedial or other actions or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the Environment.

     “ Environmental Laws ” means all Laws, now or hereafter in effect and as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the Environment, health, safety, natural resources or Hazardous Materials.

     “ Environmental Permits ” means all Permits required under or issued pursuant to any applicable Environmental Law.

     “ Equity Interest ” means the registered equity capital of the Company.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ Excluded Assets ” means

     (i) with respect to the Seller Group, (A) all amounts owed by a member of the Purchaser Group to a member of the Seller Group; (B) all Contracts between a member of the Seller Group and Colibrys; (C) the accounts and contract rights owned by Input/Output CIS LLC under a series of contracts with Largeo regarding data processing services, equipment leasing and related contractual relationships; and (D) the Pending Claims of the Seller Group, other than the ARAM Seller Case; and

     (ii) the equity interest in, and all assets of, with respect to Seller (or the Seller Group), Colibrys, and with respect to the Purchaser (or the Purchaser Group) the minority owned companies set forth in clause (ii) of Excluded Business and the Trademark .

     “ Excluded Business ” means:

     (i) with respect to the Seller (or the Seller Group) its analog sensor business and the existing business of its minority owned company Colibrys; and

     (ii) with respect to the Purchaser (or the Purchaser Group) its analog sensor business, including in each of Xi’an Sercel Petroleum Exploration Instrument Co. Ltd. and Hebei Serceljunfeng Geophysical Prospecting Equipment Co., Ltd, which are as of the date hereof, or will become within a reasonable period, minority owned companies of the Purchaser.

     “ Excluded Liabilities ” has the meaning set forth in Section 5.7(b).

     “ Exon-Florio ” means Section 721 of Title VII of the Defense Production Act of 1950, as amended.

     “ Expenses ” has the meaning set forth in Section 5.5.

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

     “ Fletcher ” means Fletcher International, Ltd., a company organized under the laws of Bermuda.

     “ Government Entity ” means any central, national, territorial, foreign, international, multinational, federal, state, provincial, local, municipal, county or other governmental, administrative or regulatory authority, body, agency, commission or other similar entity (including any branch, department or official thereof).

     “ Hazardous Materials ” means (i) petroleum and petroleum products, radioactive materials, asbestos-containing materials, urea formaldehyde foam insulation, transformers or other equipment that contain polychlorinated biphenyls and radon gas, (ii) any other chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law, and (iii) any other chemical, material or substance that is regulated by any Environmental Law.

     “ Hired Company Non-U.S. Employees ” has the meaning set forth in Section 5.7(d)(iii)(1).

     “ HKIAC ” has the meaning set forth in Section 9.10(a).

     “ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

     “ ICON Capital Financing ” means the master loan and security agreement between ARC, the Seller and ICON ION, LLC and the U.S. master loan and security agreement between ASRI, the Seller and ICON ION, LLC, each dated as of June 29, 2009.

     “ ICON Capital Financing Guaranty ” has the meaning set forth in Section 5.7(c)(v).

     “ IFRS ” means the International Financial Reporting Standards promulgated by the International Accounting Standards Board, which include International Accounting Standards and their interpretations, as in effect from time to time.

     “ Indebtedness ” means, with respect to any Person, on a consolidated basis: (i) all indebtedness of such Person, whether or not contingent, for borrowed money, whether in the form of outstanding loans, credit facilities, notes or other debt; (ii) all obligations of such Person for premium, cancellation or termination charges or break fees payable in connection with any prepayment, cancellation or termination of any loans, credit facilities, notes or other outstanding debt; (iii) all obligations of such Person for accrued, but unpaid interest on any outstanding loans, credit facilities, notes or debt (excluding any debt incurred in the Ordinary Course of Business); (iv) all obligations of such Person for the deferred cash purchase price of property or services; (v) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments; (vi) all premium, cancellation or termination charges or break fees that may be incurred in connection with the unwinding of any interest rate or currency rate swap arrangements; (vii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (viii) all obligations of such Person under all capitalized leases or finance leases that are or should be recorded as capitalized leases in accordance with applicable generally accepted accounting principles, including IFRS and US GAAP; (ix) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities; (x) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value (a) any capital stock of such Person or (b) any warrants, rights or options to acquire such capital stock (excluding any warrants, rights or options issued in the Ordinary Course of Business pursuant to any stock option agreements, restricted stock and restricted stock unit agreements and similar agreements for such Person’s employee equity compensation and any capital stock issuable upon exercise thereof); (xi) all Indebtedness of others referred to in clauses (i) through (x) above guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (A) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness or (B) otherwise to assure a creditor against loss; and (xii) all Indebtedness referred to in clauses (i) through (x) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

     “ Indemnified Parties ” has the meaning set forth in Section 8.2(b).

     “ Indemnifying Party ” has the meaning set forth in Section 8.3(a).

     “ Insurance Policies ” has the meaning set forth in Section 3.22.

     “ Intellectual Property ” means intellectual property rights, industrial and similar proprietary rights, whether protected, created or arising under the Laws of the U.S. or any other jurisdiction anywhere in the world, including all Patents, Copyrights, Trademarks, Software, trade secrets, inventions, know-how, formulae, processes, procedures, customer lists, supplier lists, market surveys and marketing know-how and other proprietary confidential information, along with all other intellectual property and goodwill of the Business connected with the use of the foregoing and all registrations or applications in connection with the foregoing, and the rights to sue for and remedies against past, present and future infringements of, any or all of the foregoing, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide, except for past, present and future damages, whether a loss or an award to such Party arising from Pending Claims.

     “ Intellectual Property Agreements ” means (i) with respect to the Seller Group, the Seller Group Intellectual Property Agreement, and (ii) with respect to the Purchaser Group, the Purchaser Intellectual Property Agreement.

     “ Inventories ” means, with respect to the Business of a Party, all inventory, merchandise, finished goods, parts and materials, packaging, labels, supplies and other personal property maintained, held or stored by or for such Party, and any prepaid deposits for any of the same.

     “ Investor Rights Agreement ” means that certain Investor Rights Agreement by and between the Seller and Purchaser and dated as of the Closing Date.

     “ ITAR ” means the International Traffic in Arms Regulations (22 C.F.R. § 120 et seq.).

     “ IT Assets ” means Software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation and data held in databases or other electronic forms of storage.

     “ Joint Venture Agreement ” means the Joint Venture Agreement to be entered into between the Seller and the Purchaser in the form attached hereto as Exhibit C , which provides for, among other things, the governance of the Company after the Closing.

     “ Joint Venture Collaboration Agreement ” means the collaboration agreement to be entered into among the Purchaser, the Seller and the Company in the form attached hereto as Exhibit B-1 , which provides for certain collaboration among the Purchaser, the Seller and the Company after the Closing.

     “ Key Business Employees ” has the meaning set forth in Section 3.19(b)(ii).

     “ Key Business Employee Agreements ” means employment agreements to be entered into between the Company or its Subsidiaries, on one hand, and the Key Business Employees, on the other hand, whose employment is not transferred by the transfer of their employing Subsidiary from the Seller Group to the Company, pursuant to Section 5.7(d), in the form attached hereto as Exhibit D .

     “ Key Business non-U.S. Employees ” has the meaning set forth in Section 3.19(b)(ii).

     “ Key Business U.S. Employees ” has the meaning set forth in Section 3.19(a)(ii).

     “ Knowledge ” means, with respect to the Company, the Seller or the Purchaser, the knowledge of such Person after due and careful enquiry and shall be deemed to include the knowledge of such Person’s board of directors and executive management or such equivalent bodies.

     “ Law ” means any central, national, territorial, foreign, international, multinational, federal, state, provincial, local, municipal, county or other (i) law, statute, code, ordinance, treaty, rule, regulation, order, decree, judgment or ruling of any Government Entity or (ii) common law or rule of law.

     “ Leases ” means, with respect to a Party, all real property leases and subleases of that Party and any and all material ancillary documents pertaining thereto, to which such Person is a party or is bound that are necessary to or principally used in the conduct or operation of the Business as presently conducted and operated.

     “ Leased Real Property ” means with respect to a Party, the real property leased by any member of its Relevant Group as tenant, together with, to the extent leased by such member, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of such member attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing, that is necessary to or principally used in the conduct or operation of its Business as presently conducted and operated.

     “ Liability ” means any debt, liability, commitment or obligation of any kind, character or nature whatsoever, whether known or unknown, choate or inchoate, secured or unsecured, accrued, fixed, absolute, contingent or otherwise, and whether due or to become due or determined or determinable, including those arising under any Law, Order, Claim, Action, arbitration, inquiry or other proceeding and those arising under any Contract.

     “ Licensed Intellectual Property ” means with respect to a Party, all Intellectual Property that any member of its Relevant Group is licensed or otherwise permitted by other Persons to use that is necessary to or used in the conduct or operation of its Business as presently conducted and operated, including Intellectual Property licensed to or permitted to be used by the Relevant Group pursuant to the Business IP Agreements and Licensed Software.

     “ Licensed Software ” means with respect to a Party, all Software that any member of its Relevant Group is licensed or otherwise permitted by other Persons to use that is necessary to or used in the conduct or operation of such Party’s Business as presently conducted and operated.

     “ Losses ” has the meaning set forth in Section 8.2(a).

     “ Macau ” means the Macau Special Administrative Region of the People’s Republic of China.

     “ Material Adverse Effect ” means

     (i) with respect to the Business of any Party (or its Relevant Group), any event, occurrence, fact, condition, change, development or effect on its Business that, individually or in the aggregate with all other circumstances, changes in or effects on its Business, (A) has or would be expected to have a material adverse effect on the business, assets, operations, prospects, results of operations, condition (financial or otherwise), properties (including intangible properties), assets (including intangible assets) or liabilities (including contingent liabilities) of such Business, taken as a whole, or (B) has or would be expected to have a material adverse effect on the ability of the Company to operate or conduct such Business after the Closing in the manner in which it is currently or contemplated to be operated or conducted by the such Party’s Relevant Group; and

     (ii) with respect to the Seller or Purchaser, any effect that would materially affect the legality, validity or enforceability of this Share Purchase Agreement with respect to the Seller or Purchaser, as applicable, materially impair the ability of the Seller or the Purchaser to perform its obligations under any of the Transaction Documents or otherwise materially impede the consummation and completion of the Contemplated Transactions;

provided , however , that in determining whether a Material Adverse Effect has occurred with respect to a Party or its Business, there shall be excluded any effect on the Party or its Business relating to or arising in connection with: (a) any action required to be taken or, the failure to take any action prohibited from being taken, pursuant to the terms and conditions of this Share Purchase Agreement; (b) changes affecting the economies of Canada, the United States, the PRC or any foreign market where the Party has material operations or sales generally (provided in each case that such changes do not have a unique or disproportionate impact on the Party or its Business); (c) changes in, or events or conditions affecting, the seismic, petroleum drilling or services industries generally, including, without limitation,

changes resulting from the price of oil, gas, natural gas liquids or other hydrocarbon products (provided in each case that such changes do not have a unique or disproportionate impact on the Party or its Business); (d) any natural disaster or hostilities, acts of war or terrorism or any material escalation of any such hostilities, acts of war or terrorism existing as of the date hereof; (e) with respect to the Business of the Seller Group or the Company Group, any action to which the Purchaser has expressly consented in writing after the Seller has explicitly informed and consulted with the Purchaser and (f) with respect to the Business of the Purchaser Group, any action to which the Seller has expressly consented in writing after the Purchaser has explicitly informed and consulted with the Seller.

     “ Material Contract ” has the meaning set forth in Section 3.14.

     “ Mitigation Actions ” has the meaning set forth in Section 8.7.

     “ New CIS Entity ” has the meaning set forth in Section 2.3(f)(ii).

     “ New Lender ” means Bank of China, New York Branch, or its permitted assignees, in its role as a party to the Credit Agreement.

     “ Non-Transferred U.S. Employee ” has the meaning set forth in Section 5.7(d)(i)(4).

     “ Non-U.S. Business Employee ” means any employee of the Warranting Party Group engaged primarily in providing services to the Business of the applicable Warranting Party Group, other than U.S. Business Employees.

     “ Notice Period ” has the meaning set forth in Section 8.3(a).

     “ OFAC ” means the U.S. Treasury Department’s Office of Foreign Assets Control.

     “ OFAC Regulations ” has the meaning set forth in Section 4.1(e).

     “ Off-the-Shelf Software ” means all Business Software that is commercially available off-the-shelf Software that has not been modified or customized for the Seller Group.

     “ Order ” means a non-appealable final order, decree or judgment of any court or Government Entity having competent jurisdiction.

     “ Ordinary Course ” or “ Ordinary Course of Business ” means the conduct of the Business that is (i) in accordance with day-to-day customs, practices and procedures and consistent with past practice of the Seller or the Purchaser, as applicable and (ii) where any action taken is similar in nature and magnitude to actions customarily taken in the ordinary course of the Business’ customary day-to-day operations prior to the Reference Date, without authorization or any need for authorization by the Seller’s or the Purchaser’s shareholder(s) or board of directors or such equivalent bodies (it being understood that, in each case, excluding any acquisition of any business, speculative investment activities, strategic investment in any business or assets or disposal of material assets of the Business).

     “ Organizational Documents ” has the meaning set forth in Section 4.1(a)(ii).

     “ Outside Date ” has the meaning set forth in Section 7.1(b).

     “ Owned Intellectual Property ” means with respect to a Party (or a Relevant Group), all Intellectual Property owned by its Relevant Group that is necessary to or used in the conduct or operation of its Business as presently conducted and operated, except that, with respect to the Seller, it shall exclude its Pending Claims.

     “ Owned Real Property ” means with respect to a Party (or a Relevant Group), all real property owned in fee, if any, by its Relevant Group that is necessary to or principally used in the conduct or operation of its Business as presently conducted and operated.

     “ Owned Software ” means with respect to a Party (or a Relevant Group), all Software owned by its Relevant Group that is necessary to or used in the conduct or operation of its Business as presently conducted and operated.

     “ Party ” or “ Parties ” has the meaning set forth in the preamble.

     “ Patents ” means patents (including utility and design patents), industrial designs, utility models and similar technology rights and the applications and registrations for the foregoing, including divisions, provisionals, extensions, re-examinations, reissues, foreign counterparts, continuations, continuations-in-part and renewal applications, anywhere in the world.

     “ Pending Claims ” has its meaning set forth in Section 3.12(a).

     “ Permits ” means all permits, approvals, identification numbers, licenses and other authorizations required under or issued pursuant to any applicable Law.

     “ Permitted Encumbrances ” means (i) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’ or repairmen’s liens or other similar Encumbrances, in each case, for charges (A) not yet due and payable, (B) due but not delinquent or (C) being contested in good faith by appropriate proceedings, (ii) liens for Taxes, assessments and other governmental charges (A) not yet due and payable, (B) due but not delinquent or (C) being contested in good faith by appropriate proceedings, (iii) with respect to real property, to the extent they do not, individually or in the aggregate, materially interfere with the current use of such property in the Business, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other similar restrictions, including any other agreements, conditions or restrictions that would be shown by a title survey, (B) any conditions that may be shown by a current survey or physical inspection and (C) zoning, building, subdivision or other similar requirements or restrictions, (iv) Encumbrances incurred in the Ordinary Course that are not material for the current use of such property in the Business, (v) with respect to Leased Real Property, Encumbrances created by actions of the landlord and not within the reasonable control of the tenant, (vi) Encumbrances pursuant to the ICON Capital Financing, (vii) Encumbrances pursuant to the Credit Agreement that will be released upon the Closing, and (viii) the reversionary rights of the inventors of any Patents which are identified as being subject to reversion in Section 3.21 of the Relevant Disclosure Schedule.

     “ Person ” means any individual, corporation, partnership, joint venture, joint-stock company, limited partnership, proprietorship, association, limited liability company, firm, trust, estate, unincorporated organization or other enterprise or entity.

     “ Plan of Reorganization ” means the Plan of Reorganization described in Section 2.1.

     “ Post-Closing Tax Period ” has the meaning set forth in Section 5.14(b).

     “ PRC ” means the People’s Republic of China. PRC excludes, solely for the purposes of this Share Purchase Agreement, Hong Kong, Macau and Taiwan.

     “ Pre-Closing Restructuring Agreements ” has the meaning set forth in Section 5.7(c).

     “ Pre-Closing Tax Period ” has the meaning set forth in Section 5.14(a).

     “ Prepaid Expenses ” means those costs and expenses with respect to the Business of a Party that have been paid in advance for goods and services to be received from third parties in the future, and which are classified as assets of the prepaying Party.

     “ Public Software ” means any Software that contains, or is derived in any manner from, in whole or in part, any Software that is distributed as freeware, shareware, open source Software (e.g., Linux) or similar licensing or distribution models that (i) require the licensing or distribution of source code to any other Person, (ii) prohibit or

limit the receipt of consideration in connection with sublicensing or distributing any Software, (iii) except as specifically permitted by applicable Law, allow any Person to decompile, disassemble or otherwise reverse-engineer any Software, or (iv) require the licensing of any Software to any other Person for the purpose of making derivative works. For the avoidance of doubt, “ Public Software ” includes Software licensed or distributed under any of the following licenses or distribution models (or licenses or distribution models similar thereto): (A) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (B) the Artistic License ( e.g. , PERL); (C) the Mozilla Public License; (D) the Netscape Public License; (E) the Sun Community Source License (SCSL); (F) the Sun Industry Standards License (SISL); (G) the BSD License; (H) Red Hat Linux; (I) the Apache License; and (J) any other license or distribution model described by the Open Source Initiative as set forth on www.opensource.org.

     “ Purchase ” has the meaning set forth in Section 2.2.

     “ Purchased Equity Interest ” has the meaning set forth in Section 2.2.

     “ Purchaser ” has the meaning set forth in the preamble of this Share Purchase Agreement.

     “ Purchaser Assignment, Transfer and Assumption Agreement ” means the assignment, transfer and assumption agreement to be entered into between the Purchaser Holdco and the Purchaser in the form attached hereto as Exhibit E and/or such other agreements required or customarily used under the laws of the PRC of substantially similar effect, pursuant to which the Purchaser would transfer its Transferred Business Assets to the Purchaser Holdco.

     “ Purchaser Group ” means the Purchaser and its Affiliates, including Purchaser Holdco, but excluding for the avoidance of doubt, the Company Group.

     “ Purchaser Hired Company U.S. Employees ” has the meaning set forth in Section 5.7(d)(i)(1).

     “ Purchaser Holdco ” has the meaning set forth in Section 2.2.

     “ Purchaser Indemnified Parties ” has the meaning set forth in Section 8.2(a).

     “ Purchaser Intellectual Property Agreements ” means the intellectual property agreement to be entered into between the Company and the Purchaser in the form attached hereto as Exhibit F , which provides for certain arrangements concerning Intellectual Property between the Company and the Purchaser.

     “ Purchaser Required Approvals ” means the approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Entities required for the Purchaser to complete the Contemplated Transactions, including the CFIUS Approval, the approvals of the National Development and Reform Commission of the PRC and the Ministry of Commerce of the PRC.

     “ Purchaser Restructuring ” has the meaning set forth in Section 5.7.

     “ Receivables ” means, with respect to a Party (or a Relevant Group), any and all accounts receivable, notes and other amounts receivable from third parties, including customers and employees, arising from the conduct of its Business before the Closing, whether or not in the Ordinary Course, together with any unpaid financing charges accrued thereon.

     “ Reference Date ” means September 30, 2009.

     “ Refinancing ” has the meaning set forth in Section 2.3(b)(i).

     “ Registered ” means issued by, registered or filed with, renewed by or the subject of a pending application before any Government Entity or Internet domain name registrar.

     “ Relevant Disclosure Schedule ” has the meaning set forth in Section 3.1(e).

     “ Relevant Group ” means (i) the Seller Group, with respect to the Seller, or the Company and (ii) the Purchaser Group, with respect to the Purchaser.

     “ Relevant Required Approvals ” has the meaning set forth in Section 3.1(d).

     “ Representatives ” means, with respect to any Person, such Person’s and such Person’s Affiliates’ respective directors, officers, general partners, limited partners, financing sources, equity holders, members, managers, employees, agents, consultants, advisors or other representatives.

     “ Restructuring ” has the meaning set forth in Section 5.7.

     “ Revolving Loan Payoff Amount ” has the meaning set forth in Section 2.3(c)(i)(1)(ii).

     “ Revolving Loans ” has the meaning set forth in the Credit Agreement.

     “ SDN ” means the Persons on the List of Specially Designated Nationals and Blocked Persons, that are the targets of U.S. economic sanctions administered by OFAC.

     “ SEC Documents ” has the meaning set forth in the Stock Purchase Agreement.

     “ Seconded Non-U.S. Employees ” has the meaning set forth in Section 5.7(d)(iii)(1).

     “ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and the regulations promulgated thereunder, as in effect from time to time.

     “ Seller ” has the meaning set forth in the preamble of this Share Purchase Agreement.

     “ Seller and Company Required Approvals ” means the approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Entities required for the Seller or the Company to complete the Contemplated Transactions, including the CFIUS Approval, and relevant approvals in the PRC, if any.

     “ Seller and Purchaser Collaboration Agreement ” means the collaboration agreement to be entered into between the Purchaser and the Seller in the form attached hereto as Exhibit B-2 , which provides for certain collaboration between the Purchaser and the Seller after the Closing.

     “ Seller Continuing Company U.S. Employees ” has the meaning set forth in Section 5.7(d)(i)(1).

     “ Seller Group ” means the Seller and its Affiliates from time to time, but excluding the Company Group.

     “ Seller Group Assignment, Transfer and Assumption Agreements ” means the assignment, transfer and assumption agreement to be entered into between the Company and the Seller in the form attached hereto as Exhibit G , pursuant to which the Seller would transfer certain assets to the Company.

     “ Seller Group Intellectual Property Agreement ” means the intellectual property agreement to be entered into between a member of the Company Group and the Seller in the form attached hereto as Exhibit H , which provides for certain arrangements concerning Intellectual Property between the Company and the Seller.

     “ Seller Hired Company U.S. Employees ” has the meaning set forth in Section 5.7(d)(i)(1).

     “ Seller Historical Financial Statements ” has the meaning set forth in Section 3.8(a).

     “ Seller Indemnified Parties ” has the meaning set forth in Section 8.2(b).

     “ Seller Pro Forma Business Balance Sheet ” has the meaning set forth in Section 3.8(a).

     “ Seller Tax Return ” has the meaning set forth in Section 5.14(d).

     “ Seller Transferred Company U.S. Employees ” means those Seller Continuing Company U.S. Employees who continue employment with the Company Group as of 12:01 a.m. (Houston time) on the day following the Closing Date, and Seller Hired Company U.S. Employees.

     “ Share Purchase Agreement ” means this Share Purchase Agreement and all schedules and exhibits attached hereto.

     “ Software ” means all (i) computer programs, applications, systems and code, including software implementations of algorithms, models and methodologies, program interfaces, and source code and object code, (ii) databases and compilations, including data and collections of data, whether machine-readable or otherwise, (iii) development and design tools, library functions and compilers, and (iv) media, documentation and other works of authorship, including user manuals and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded.

     “ Solvent ” shall mean for any Person that the book value of its assets exceeds the sum of (i) the face value of all Liabilities required to be on the balance sheet and (ii) the face value of all Liabilities of any other Person guaranteed by the first Person (or for which such first Person is otherwise jointly and severally liable) if such other Person is not Solvent in accordance with this definition, all determined by reference to the consolidated financial statements of such Person and the generally accepted accounting principles applicable to such Person as in effect from time to time.

     “ Stock Purchase Agreement ” means that certain Stock Purchase Agreement, dated as of the date hereof, by and between the Seller and Purchaser.

     “ Stub Period ” has the meaning set forth in Section 5.14(a).

     “ Stub Period Objection Notice ” has the meaning set forth in Section 5.14(e).

     “ Stub Period Returns ” has the meaning set forth in Section 5.14(e).

     “ Subleases ” means the subleases described in the Support and Transition Agreements.

     “ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any other Person of which (i) at least a majority of the securities or ownership interests, having by their terms ordinary voting power to elect a majority of the board of directors or elect or appoint other Persons performing similar functions, is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries or (ii) more than half of the board of directors, or similar governing body, is controlled by such Person, by voting securities or otherwise.

     “ Substantial Detriment ” means any procedural or substantive requirement, term, condition or consequence the acceptance of which would materially adversely alter (i) the Purchaser’s or any of its Subsidiaries’ or Affiliates’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Share Purchase Agreement; (ii) the Seller’s or any of its Affiliates’ ability to own or operate any of their respective businesses or operations or ability to conduct any such businesses or operations substantially as conducted as of the date of this Share Purchase Agreement; (iii) the Purchaser’s ability to acquire, hold and dispose of the Purchased Equity Interest (or vote the Purchased Equity Interest) and realize the economic incidents of ownership of the Purchased Equity Interest.

     “ Support and Transition Agreements ” means the support or transition agreements to be entered into between the Company and each of the Purchaser and the Seller as agreed by the Parties, which may provide for certain support or transition services to be provided by each of the Seller and Purchaser to the Company after the Closing, including the Purchaser Employee Secondment Agreement substantially in the form attached hereto as Exhibit I .

     “ Tax Returns ” means, as to any Person, all central, national, territorial, foreign, federal, state, provincial, local, municipal, county or other Tax returns, Tax or information reports, declarations of estimated Tax and other forms, including consolidated income Tax returns of such Person and the entities consolidated with such Person (in each case, including any related or supporting information) filed or required to be filed with respect to any taxing authority with respect to Taxes, including any schedules, attachments or amendments thereto.

     “ Taxes ” means, as to any Person, central, national, territorial, foreign, federal, state, provincial, local, municipal, county or other income, profits, gains, receipts, windfall or excess profits, salaries, severance, interest, property, production, sales, service, value added, consumption, business, use, license, customs, excise, franchise, stamp, documentary, employment, withholding, deduction or similar taxes, together with any interest, additions, surcharges, or penalties with respect thereto and any interest in respect of such additions, surcharges or penalties, and central, national, territorial, foreign, federal, state, provincial, local, municipal, county or other impositions, duties, contributions and levies required by applicable Law.

     “ Term Loan Payoff Amount ” has the meaning set forth in Section 2.3(c)(i)(1)(iii).

     “ Term Loans ” has the meaning set forth in the Credit Agreement.

     “ Terminating Purchaser Breach ” has the meaning set forth in Section 7.1(d).

     “ Terminating Seller Breach ” has the meaning set forth in Section 7.1(c).

     “ Third Party Approvals ” has the meaning set forth in Section 3.4.

     “ Third-Party Claim ” has the meaning set forth in Section 8.3(a).

     “ Threshold Amount ” has the meaning set forth in Section 8.2(f)(i).

     “ Trademarks ” means all trademarks, service marks, brand names, trade dress, logos, trade names, Internet domain names, corporate names and d/b/a’s, doing business names, and other source indicators and indicia of origin, including the registrations and applications for registrations thereof and all goodwill associated therewith and symbolized thereby.

     “ Transaction Documents ” means this Share Purchase Agreement, the Amended and Restated Articles of Association, the Joint Venture Agreement, the Joint Venture Collaboration Agreement, the Seller and Purchaser Collaboration Agreement, the Support and Transition Agreements, the Purchaser Assignment, Transfer and Assumption Agreements, the Purchaser Intellectual Property Agreement, and the Pre-Closing Restructuring Agreements.

     “ Transaction Term Sheet ” has the meaning set forth in the Recitals.

     “ Transferred Business Assets ” has the meaning set forth in Section 5.7(a).

     “ Transferred Business IP Agreements ” means the Business IP Agreements primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated.

     “ Transferred Business Intellectual Property ” means the Intellectual Property primarily used in the conduct or operation of the Relevant Group’s Business as presently conducted and operated.

     “ Transferred Business IT Assets ” means, with respect to a Party (or a Relevant Group), all Business IT Assets primarily used, in the conduct or operation of its Business as presently conducted and operated.

     “ Transferred Company Employees ” has the meaning set forth in Section 5.7(d)(iii)(1).

     “ Transferred Company U.S. Employees ” means the Purchaser Hired Company U.S. Employees and the Seller Transferred Company U.S. Employees.

     “ Transferred Company Non-U.S. Employees ” has the meaning set forth in Section 5.7(d)(iii)(1).

     “ Transferred Licensed Intellectual Property ” means the Licensed Intellectual Property primarily used in the conduct and operations of the Business as presently conducted and operated.

     “ Transferred Material Contracts ” means all Material Contracts other than the Business IP Agreements.

     “ Transferred Owned Intellectual Property ” means, with respect to a Party (or a Relevant Group), all Owned Intellectual Property primarily used in the conduct or operation of its Business as presently conducted and operated, including the Transferred Patents, the Transferred Patents Subject to Reversion, the Transferred Owned Software and the Transferred Trademarks.

     “ Transferred Owned Software ” means, with respect to a Party (or a Relevant Group), the Owned Software that is used primarily in the conduct or operation of its Business as presently conducted and operated.

     “ Transferred Patents ” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated.

     “ Transferred Patents Subject to Reversion ” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated and are subject to reversionary rights of the inventor(s).

     “ Transferred Subsidiaries ” means, (a) with respect to the Seller Group, (i) Texas Seismic Rentals, Inc., (ii) ASR, (iii) ION Exploration Holdings S.a r.l., (iv) ARAM Systems Corporation, (v) ARAM Systems Inc., (vi) ARAM Systems Middle East, (vii) ARC and (viii) CIS Subsidiary; and (b) with respect to the Purchaser Group, Purchaser Holdco.

     “ Transferred Trademarks ” means, with respect to a Party (or a Relevant Group), those Trademarks owned or held, directly or indirectly, by it or its Affiliates that are used primarily in the conduct or operation of its Business as presently conducted and operated.

     “ Transferred Warranting Party U.S. Plan ” has the meaning set forth in Section 3.18(a)(ii).

     “ U.S. ” means United States of America.

     “ U.S. Business Employee ” means any current U.S. employee of the Warranting Group engaged primarily in providing services to the Business of the applicable Warranting Party Group.

     “ US GAAP ” means generally accepted accounting principles in the U.S.

     “ US$ ” means U.S. dollar, the lawful currency of the U.S.

     “ Warrant ” means the warrant issued by the Seller to the Purchaser on October 27, 2009 in connection with the provision of the Revolving Loan by the New Lender.

     “ Warrantee Party ” has the meaning set forth in Section 3.1(b).

     “ Warranting Party ” has the meaning set forth in Section 3.1(a).

     “ Warranting Party Group ” has the meaning set forth in Section 3.1(c).

     “ Warranting Party non-U.S. Plans ” has the meaning set forth in Section 3.18(b)(i).