Purchase, Contribution And Redemption Agreement

Exhibit 10.1 PURCHASE, CONTRIBUTION AND REDEMPTION AGREEMENT by and among DYNAMIC OFFSHORE RESOURCES, LLC, MORENO GROUP LLC SESI, L.L.C. and SPN RESOURCES, LLC Dated as of February 25, 2008


TABLE OF CONTENTS Page Article I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Terms Defined Elsewhere in this Agreement 6 Section 1.3 Rules of Interpretation 8 Article II PURCHASE AND SALE; REDEMPTION 9 Section 2.1 Purchase and Sale 9 Section 2.2 Redemption 9 Section 2.3 Adjustment to Contribution and Purchase Prices 9 Section 2.4 Reconciliation 11 Article III CLOSING 13 Section 3.1 Closing 13 Section 3.2 Deliveries at Closing 14 Article IV TITLE AND ENVIRONMENTAL MATTERS 14 Section 4.1 Company' s Title; Environmental Matters 14 Section 4.2 Defensible Title 14 Section 4.3 Permitted Encumbrances 15 Section 4.4 Title Due Diligence; Title Defects and Benefits; Adjustments 16 Section 4.5 Environmental Due Diligence; Environmental Defects; Adjustments 19 Section 4.6 Disputed Title Defects and Environmental Defects 22 Section 4.7 Survival of Title and Environmental Representations 23 Article V REPRESENTATIONS AND WARRANTIES OF SESI 23 Section 5.1 Organization and Good Standing; Foreign Qualification; Books and Records 24 Section 5.2 Capitalization; Subsidiaries 24 Section 5.3 Authorization 25 Section 5.4 Conflicts; Consent of Third Parties 26 Section 5.5 Personal Property 26 Section 5.6 Financial Statements 26 Section 5.7 Absence of Certain Changes 27 Section 5.8 Taxes 27 Section 5.9 Material Contracts 29 Section 5.10 Employee Benefits 30 Section 5.11 Employees; Employee Relations 32 Section 5.12 Litigation 33 Section 5.13 Compliance with Laws 33 Section 5.14 Permits 34 Section 5.15 Royalties 34 Section 5.16 Suspense 34 Section 5.17 Gas Imbalances 34

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Page Section 5.18 Consents and Preferential Purchase Rights 34 Section 5.19 Insurance 34 Section 5.20 Bonding 35 Section 5.21 Intellectual Property 35 Section 5.22 Broker' s Fee 35 Section 5.23 Outstanding Capital Commitments 35 Section 5.24 Accounts Receivable 35 Section 5.25 Manager and Officer Indemnification 35 Section 5.26 Bank Accounts 35 Section 5.27 Abandonment Obligations 36 Section 5.28 Environmental Matters 36 Section 5.29 Status of Leases 36 Section 5.30 Disclaimers 36 Article VI REPRESENTATIONS AND WARRANTIES OF DYNAMIC 37 Section 6.1 Organization and Good Standing 37 Section 6.2 Authorization 38 Section 6.3 Conflicts; Consents of Third Parties 38 Section 6.4 Financial Ability to Perform 38 Section 6.5 Litigation 38 Section 6.6 Independent Investigation 39 Section 6.7 Securities Matters 39 Section 6.8 Broker' s Fee 39 Article VII REPRESENTATIONS AND WARRANTIES OF MORENO 39 Section 7.1 Organization and Good Standing 39 Section 7.2 Authorization 39 Section 7.3 Conflicts; Consents of Third Parties 40 Section 7.4 Financial Ability to Perform 40 Section 7.5 Litigation 40 Section 7.6 Independent Investigation 41 Section 7.7 Securities Matters 41 Section 7.8 Broker' s Fee 41 Article VIII PRE-CLOSING OBLIGATIONS 41 Section 8.1 Conduct of Company Business 41 Section 8.2 Indemnity Regarding Access 42 Section 8.3 Antitrust Laws 43 Section 8.4 Formation and Capitalization of Subsidiary 43 Section 8.5 Beryl Transfer 44 Section 8.6 Press Releases 44 Section 8.7 Supplements to Schedules 44 Section 8.8 Intercompany Arrangements; SESI Guarantees 44 Section 8.9 Insurance 45 Article IX OTHER AGREEMENTS 45 Section 9.1 Employee and Benefits Matters 45

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Page Section 9.2 Company Guarantees 47 Section 9.3 Director and Officers 48 Section 9.4 Dynamic as Authorized Representative of Moreno 48 Section 9.5 Use of Name 48 Section 9.6 Confidentiality 49 Section 9.7 Further Assurances 49 Section 9.8 Assignment of Contracts and Rights 49 Section 9.9 Tax Matters 49 Article X CONDITIONS TO CLOSING 49 Section 10.1 Conditions to Obligations of SESI and the Company 49 Section 10.2 Conditions to Obligations of Dynamic and Moreno 50 Article XI TERMINATION 52 Section 11.1 Termination 52 Section 11.2 Effect of Termination 52 Article XII INDEMNIFICATION 52 Section 12.1 Survival of Representations and Warranties 52 Section 12.2 Indemnification by SESI 53 Section 12.3 Indemnification by Dynamic 53 Section 12.4 Indemnification by Moreno 53 Section 12.5 Limitation on Liability 54 Section 12.6 Third Party Claims 54 Section 12.7 Tax Treatment of Indemnity Payments 55 Section 12.8 Exclusive Remedy 55 Article XIII MISCELLANEOUS 55 Section 13.1 Dispute Resolution 55 Section 13.2 Expenses 58 Section 13.3 Notices 58 Section 13.4 Entire Agreement 59 Section 13.5 Modifications 59 Section 13.6 Assignment; Binding Effect; No Third Party Beneficiaries 59 Section 13.7 Governing Law 59 Section 13.8 Counterparts 60 Section 13.9 Severability 60

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EXHIBITS: A LeasesB Allocated ValuesC AssignmentD Form of Executive Employment AgreementE Amended and Restated Operating AgreementF Indemnification and Reimbursement AgreementG Turnkey Platform Decommissioning and Well Plugging Abandonment ContractH Preferred Provider AgreementI Transition Services Agreement SCHEDULES: 1.1 Company Guarantees5.2(b) Subsidiaries5.4 Conflicts5.5 Company Assets5.6 Financial Statements5.7 Absence of Certain Changes5.8(b) Taxes5.9(a) Material Contracts5.9(b) Defaults5.10(a) Benefit Plans5.10(c) Compliance of Benefit Plans5.10(d) Acceleration of Benefits5.12 Litigation5.13 Compliance with Laws5.15 Royalties5.16 Suspense5.17 Gas Imbalances5.18 Preferential Rights5.19 Insurance5.20 Bonding5.23 AFEs5.26 Bank Accounts5.28(a) Environmental Orders5.28(b) Releases5.28(d) Environmental Fines8.5 Beryl Agreement9.1(b) Executive Officers; Executive Compensation Matters9.2(b) Company Guarantees to be Released

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PURCHASE, CONTRIBUTION AND REDEMPTION AGREEMENT THIS PURCHASE, CONTRIBUTION AND REDEMPTION AGREEMENT (this " Agreement" ) is entered into as of the 25 th day of February, 2008, by and among Dynamic Offshore Resources, LLC, a Delaware limited liability company (" Dynamic" ), Moreno Group LLC, a Delaware limited liability company (" Moreno" ), SESI, L.L.C., a Delaware limited liability company (" SESI" ), and SPN Resources, LLC, a Louisiana limited liability company (the " Company ," and collectively with Dynamic, Moreno and SESI, the " Parties" ). RECITALS WHEREAS, SESI holds all of the issued and outstanding membership interests of the Company, represented by 1,000 Shares; WHEREAS, the Company intends to form a Louisiana limited liability company (the " Subsidiary" ) to which it will contribute an undivided twenty five percent (25%) of all working interests held by the Company in each of the Properties (the " Assigned Working Interest" ) in exchange for one hundred percent (100%) of the Subsidiary' s membership interests (the " Subsidiary Interests" ); WHEREAS, Moreno desires to purchase from the Company, and the Company desires to sell to Moreno, the Subsidiary Interests; WHEREAS, Dynamic desires to acquire from the Company, and the Company desires to sell and issue to Dynamic, membership interests of the Company; WHEREAS, simultaneously with the issuance of membership interests to Dynamic, the Company will redeem a portion of the membership interests of the Company held by SESI; WHEREAS, immediately following the foregoing transactions, Moreno will own all of the Subsidiary Interests, Dynamic will own two thirds (66 2/3%) of the issued and outstanding membership interests of the Company, and SESI will own one third (33 1/3%) of the issued and outstanding membership interests of the Company; and WHEREAS, all of the foregoing transactions are subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION Section 1.1 Definitions . As used herein, the following terms shall have the following meanings:

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" Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one or more intermediaries or otherwise. For the purposes of this definition, " control" means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms " controlling" and " controlled" have correlative meanings. " Affiliated Group" means the group of corporations that file a consolidated federal income Tax Return and that are connected by the stock ownership requirements of Code Section 1504, with the common parent corporation being Superior Energy Services, Inc. " Allocated Value" means, for any Company asset, the portion of the Purchase Price allocated to such asset as described on Exhibit B ; provided , that the Parties acknowledge that the Allocated Values have been made on a field-by-field basis and in the event that it is necessary to allocate value to a Lease, Well or Unit, such allocation shall be agreed to in good faith by the Parties using all available information, including the Company' s most recent reserve report. " Ancillary Agreements" means the Amended Operating Agreement, the Turnkey Contract, the Preferred Provider Agreement, the Transition Services Agreement and the Indemnification and Reimbursement Agreement. " Benefit Plan" means all benefit plans and other benefit arrangements, including without limitation, all " employee benefit plans" as defined in Section 3(3) of ERISA, whether or not U.S.-based, and all other plans, arrangements, agreements, contracts, and policies, whether written or oral, providing fringe benefits, insurance coverage (including any self-insured arrangements) and other welfare benefits, workers' compensation, disability benefits, supplemental unemployment benefits, vacation, sick or other paid leave benefits, retirement benefits, deferred compensation, supplemental income, profit-sharing, bonuses and other short and long-term incentive compensation, change in control compensation and benefits, stock options, stock appreciation rights and other forms of real and phantom equity grants and incentives, severance pay and benefits, and post-retirement insurance, compensation, and benefits, to or for the benefit of, or relating to current or former employees, directors, consultants or other independent contractors. " Business Day" means each calendar day except Saturdays, Sundays and other days on which national banks in the State of Louisiana are authorized to close. " Code" means the Internal Revenue Code of 1986, as amended. " Company Guarantees" means all guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by SESI or its Affiliates (other than the Company) in support of any obligations of the Company, including those obligations listed on Schedule 1.1 . " Dynamic Transaction" means, collectively, the purchase and sale of the Dynamic Shares by Dynamic and the redemption of the Redeemed Shares from SESI.

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" Effective Date" means 7:00 a.m., Central Standard Time, on January 1, 2008. " Encumbrance" means any mortgage, lien, security interest, pledge, adverse claim, encumbrance, charge or other defect in title (including a discrepancy in the net revenue interests or working interests set forth in Exhibit A ). " Environmental Defect" shall mean, with respect to any Lease, Well or Unit, a violation of Environmental Laws in effect as of the date hereof in the jurisdiction in which such Property is located, an obligation under Environmental Laws to undertake within a reasonable period of time any corrective action on a Property, or any environmental related Liability arising from or attributable to any condition, event, circumstance, activity, practice, incident, action, or omission existing or occurring prior to the Title Claim Date, or the use, release, storage, treatment, transportation, or disposal of hazardous substances prior to the Title Claim Date. " Environmental Defect Amount" means, with respect to each Lease, Well or Unit affected by an Environmental Defect, an amount equal to seventy five percent (75%) of the reduction in the Allocated Value for such Wells and Units caused by such Environmental Defects, as determined pursuant to Section 4.5(e). " Environmental Law" means any applicable Law relating to the environment, natural resources, or the protection thereof, including any applicable provisions of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. a79601 et seq. , the Hazardous Materials Transportation Act, 49 U.S.C. a75101 et seq. , the Resource Conservation and Recovery Act, 42 U.S.C. a76901 et seq. , the Clean Water Act, 33 U.S.C. a71251 et seq. , the Clean Air Act, 42 U.S.C. a77401 et seq. , the Toxic Substances Control Act, 15 U.S.C. a72601 et seq. , and the Oil Pollution Act of 1990, 33 U.S.C. a72701 et seq. , and all analogous state or local statutes, and the regulations promulgated pursuant thereto. " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. " ERISA Affiliate" means, with respect to any entity, trade or business, any other entity, trade or business (whether or not incorporated) that is a member of a group described in Code Section 414(b), (c), (m) or (o) or ERISA Section 4001(b)(1) that includes the first entity, trade or business, or that is a member of the same " controlled group" as the first entity, trade or business pursuant to ERISA Section 4001(a)(14). " Governmental Authority" means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body. " Hydrocarbons" means oil, gas, condensate and other gaseous and liquid hydrocarbons or any combination thereof and sulphur extracted from hydrocarbons. " Knowledge" means, as to the Company, the actual knowledge after reasonable inquiry of Terence Hall, Greg Miller, Gary Janik, Carey Naquin, Steve O' Brien, James Brokmeyer, Carl Murray or Mike Seymour.

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" Law" means any applicable code, statute, common law, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority, in each case as in effect on and as interpreted on the date of this Agreement. " Leases" means all of the oil and gas leases, oil, gas and mineral leases, subleases and other leaseholds, royalties, overriding royalties, net profits interests, mineral fee interests, carried interests and other properties and interests described on Exhibit A . " Legal Proceeding" means any judicial, administrative or arbitral actions, suits, investigations, inquiries or other proceedings (public or private) by or before a Governmental Authority or arbitrator. " Liability" means any obligations for borrowed money, debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) and including all costs and expenses relating thereto. " Losses" means all liabilities, losses, damages, fines, penalties, judgments, settlements, awards, costs and expenses (including reasonable fees and expenses of counsel, consultants, experts and other professional fees). " Material Adverse Effect" means (a) a material adverse effect on the business, assets, properties or financial condition of the Company taken as a whole or (b) a material adverse effect on the ability of SESI to consummate the Transactions, other than, in either case, any one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general; (ii) the effect of any change that generally affects the oil and gas exploration and production industry; (iii) the effect of any change arising in connection with any natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; (iv) the effect of any action taken by Dynamic, Moreno or any of their Affiliates with respect to the Company or the Transactions; (v) any matter included on any written schedule hereto; (vi) the effect of any changes in applicable Laws or accounting rules; or (vii) any effect resulting solely from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the Transactions. " Moreno Transaction" means, collectively, the formation of the Subsidiary, the contribution of the Assigned Working Interest from the Company to the Subsidiary and the purchase and sale of the Subsidiary Interests by Moreno. " Organizational Documents" means any charter, certificate of incorporation, articles of organization, articles of association, bylaws, operating agreement or similar formation or governing documents and instruments.

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" Permits" means authorizations, licenses, permits, franchises, grants or certificates issued by Governmental Authorities, together with right-of-way agreements, easements, right-of-use and easements and similar agreements and approvals. " Person" means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind. " Properties" means the Wells, Units and Leases, together with all pipelines, compressors, dehydrators and other equipment related thereto owned by the Company and the tenements, hereditaments and appurtenances belonging to the Wells, Units and Leases. " Redeemed Shares" means those Shares held by SESI to be redeemed by the Company pursuant to Section 2.2. " Redemption Price" means the sum of the aggregate Purchase Price and the aggregate Contribution Price, each as adjusted pursuant to Section 2.3 and Article IV. " Tax Authority" means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. " Tax Benefit" means, with respect to a Loss, an amount by which the Tax liability of a Person (or group of corporations filing a Tax Return that includes the Person), with respect to a taxable period, is reduced as a result of such Loss or the amount of any Tax refund or Tax credit that is generated (including, by deduction, loss, credit or otherwise) as a result of such Loss, and any related interest received from any relevant Tax Authority. " Tax Returns" means any report, return, election, document, estimated tax filing, declaration or other filing provided to any Tax Authority including any amendments thereto. " Taxes" means all taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax, additional amounts imposed by any Governmental Authority, penalties and interest. " Title Benefit" means any right, circumstance or condition that operates to increase the net revenue interest of the Company in any Lease, Well or Unit above that shown on Exhibit A , without causing a greater than proportionate increase in the Company' s working interest above that shown in Exhibit A .

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" Title Benefit Amount" means, with respect to each Lease, Well or Unit affected by a Title Benefit, an amount equal to seventy five percent (75%) of the increase in the Allocated Value for such Lease, Well or Unit caused by such Title Benefits, as determined pursuant to
Section 4.4(f). " Title Defect" means any Encumbrance that causes a breach of SESI' s representation and warranty in Section 4.1. " Title Defect Amount" means, with respect to each Lease, Well or Unit affected by a Title Defect, an amount equal to seventy five percent (75%) of the reduction in the Allocated Value for such Lease, Well and Unit caused by such Title Defects, as determined pursuant to Section 4.4(e). " Transaction Costs" means the following, whether or not paid or payable by the Company: (a) fees and expenses of the Company paid or payable to third parties in connection with the negotiation and consummation of the Transactions, including all fees and expenses of the Company' s or SESI' s legal counsel; (b) all bonuses paid or payable to Company employees pursuant to Section 9.1(a), but only to the extent the amount of such bonuses exceeds $2,186,000; (c) any payments or amounts payable to any other Person as a result of the Dynamic Transaction; and (d) payments or amounts incurred relating to, or on behalf of, the Beryl Entities from the Effective Date through the Closing Date other than those arising pursuant to the Contract set forth on Schedule 8.5 . " Transactions" means the Dynamic Transaction, the Moreno Transaction and all other transactions contemplated by this Agreement. " Units" means all pooled, communitized or unitized acreage that includes all or a part of any Lease or includes any Well shown on Exhibit A . " Wells" means all oil, gas, water, CO 2 or injection wells on the Leases shown on Exhibit A . Section 1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section Accountant 2.4(b)(iii)Adjustment Amount 4.6AFEs 5.23Agreement PreambleAmended Operating Agreement 10.1(e)Antitrust Laws 5.4Assigned Working Interest RecitalsAssignment 8.4Beryl Agreement 8.5Beryl Entities 8.5

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Term Section Beryl Transfer 8.5Cap 12.5(a)Capital Contributions 2.3(a)(i)Closing 3.1Closing Date 3.1Closing Statement 2.4(b)(i)COBRA 9.1(f)Company PreambleCompany Benefit Plans 5.10(a)Company Employees 5.11Company Savings Plan 9.1(e)Confidentiality Agreement 9.6Contract 4.3(b)Contribution Price 2.1(b)Deductible 12.5(a)Defects Escrow 4.6Defects Escrow Agent 4.6Defects Escrow Agreement 4.6Defensible Title 4.2Deferred Adjustment Claim 4.6Deferred Matters Date 4.6Disputes 13.1(a)Distributions 2.3(b)(i)Dynamic PreambleDynamic/Moreno Indemnified Parties 12.2Dynamic Shares 2.1(b)Dynamic' s Environmental Consultant 4.5(a)Dynamic' s Environmental Review 4.5(a)Dynamic' s Estimate 4.6Dynamic' s Title Review 4.4(a)Environmental Defect Amount 4.5(d)Environmental Information 4.5(b)Estimated Contribution Price 2.4(a)Estimated Purchase Price 2.4(a)Estimated Redemption Price 2.4(a)Expenditures 2.3(a)(ii)Financial Statements 5.6Imbalances 2.3(a)(iii)Indemnification and Reimbursement Agreement 10.1(f)Indemnified Party 12.6(a)Indemnifying Party 12.6(a)Independent Expert 13.1(a)Interim Period 8.1Losses 8.2

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Term Section Material Contracts 5.9(a)MMS 9.2(a)MMS Company Guarantee 9.2(a)Moreno PreambleOverheld Amount 4.6Party or Parties PreamblePermitted Encumbrances 4.3Pre-Closing Certificate 2.4(a)Preferred Provider Agreement 10.1(h)Purchase Price 2.1(a)Resolved Amount 4.6Rules 13.1(b)(i)SESI PreambleSESI Guarantees 8.8(b)SESI Indemnified Parties 8.2Securities Act 6.7Subsidiary RecitalsSubsidiary Interests RecitalsSuperior Marks 9.5Third Party Claim 12.6(a)Title Claim Date 4.4(a)Transition Services Agreement 10.1(i)Turnkey Contract 10.1(g)Welfare Benefits 9.1(f) Section 1.3 Rules of Interpretation . Unless otherwise expressly provided hereby, for purposes of this Agreement, the following rules of interpretation shall apply: (a) All article, section, schedule and exhibit references used in this Agreement are to articles, sections, schedules and exhibits to this Agreement unless otherwise specified. The schedules and exhibits attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes. (b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term " includes" or " including" shall mean " including without limitation." The words " hereof," " hereto," " hereby," " herein," " hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear. (c) The Parties acknowledge that each Party and its attorneys have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be

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resolved against the drafting party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. (d) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. (e) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP. ARTICLE II
PURCHASE AND SALE; REDEMPTION Section 2.1 Purchase and Sale . (a) At the Closing, but effective immediately prior to the Effective Date, upon the terms and subject to the conditions of this Agreement, the Company will sell, convey, transfer, assign and deliver to Moreno, and Moreno will purchase from the Company, the Subsidiary Interests for an aggregate purchase price of $55,000,000 (the " Purchase Price" ), as adjusted pursuant to Section 2.3 and Article IV. (b) At the Closing, but effective as of the Effective Date, upon the terms and subject to the conditions of this Agreement, the Company will sell, convey, transfer, assign and deliver to Dynamic, and Dynamic will purchase from the Company, 667 Shares (the " Dynamic Shares" ) for an aggregate purchase price of $110,000,000 (the " Contribution Price" ), as adjusted pursuant to Section 2.3 and Article IV. Section 2.2 Redemption . Immediately following the Closing, but effective (a) immediately prior to the Effective Date, upon the terms and subject to the conditions of this Agreement, SESI will sell, convey, transfer, assign and deliver to the Company, and the Company will purchase and redeem from SESI, 222 Shares for the Purchase Price, as adjusted pursuant to Section 2.3 and Article IV, and (b) as of the Effective Date, upon the terms and subject to the conditions of this Agreement, SESI will sell, convey, transfer, assign and deliver to the Company, and the Company will purchase and redeem from SESI, 445 Shares for the Contribution Price, as adjusted pursuant to Section 2.3 and Article IV. Section 2.3 Adjustment to Contribution and Purchase Prices .. The Purchase Price and the Contribution Price have been determined, in part, based upon the net working capital and the net equity of the Company, adjusted to eliminate the intercompany payable account to SESI, as of the Effective Date. The Parties intend that at the Closing the Company will have the benefit of the net cash flow, if any, of the Company for the period from the Effective Date until the Closing Date, and that appropriate adjustments will be made to the Purchase Price, Contribution Price and the Redemption Price as necessary to reflect any uses of the Company' s net cash during the period from the Effective Date through the Closing other than for the operations of the Company during that period. To that end, the Contribution Price shall be adjusted by two thirds (2/3) and the Purchase Price shall be adjusted by one third (1/3) of the following amounts as follows:

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(a) upward by seventy five percent (75%) of: (i) the amount of any contributions made by SESI to the Company from and after the Effective Date but before the Closing (" Capit ...