SHARE PURCHASE AGREEMENT

Exhibit 10.1

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “ Agreement ”) is made as of the 09th day of April 2008 G. by and among:

Parker Drilling Company Limited LLC , a limited liability company organized and existing under the laws of the State of Delaware and whose registered address is at 1209 Orange Street, Wilmington, Delaware, USA 19801 (the “ Seller ”);

Abdullah Rasheed Al-Rushaid Company for Drilling Oil and Gas Limited , a limited liability company duly organized and existing under the laws of the Kingdom of Saudi Arabia, registered in the Commercial Registry under No. 2051024989 dated 28/ 1 / 1422H . with its registered address at P.O. Box 31685, Al Khobar — 31952, Kingdom of Saudi Arabia (the “ Buyer ”);

Abdullah Rasheed Al-Rushaid & Son Co. Ltd. (Al-Rushaid Investment Co.) , a limited partnership organized and existing under the Saudi Arabian Company Regulations, registered in the Commercial Registry under No. 2051007604 dated 13/08/1401H. and having its registered address at P.O. Box 31685, Al Khobar 31952, Saudi Arabia (the “ AR Investment Company ”);

Al Rushaid Parker Drilling Co. Ltd. , a limited liability company organized and existing under the Saudi Arabian Company Regulations, registered in the Commercial Registry under No. 2051032007 dated 9/11/1426 H. and having its registered address at PO Box 31685, Al Khobar 31952, Saudi Arabia (the “ Company ”); and

Abdullah Rasheed Al-Rushaid , a Saudi Arabian national issued national identity card number 1-0204-5134-8 issued in Al Jubail, Saudi Arabia on 28/03/1379H (“ Abd. Al-Rushaid ”)

(Each of the Buyer, the Seller, AR Investment Company, the Company and Abd. Al-Rushaid are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties ”)

RECITALS:

A.

WHEREAS, AR Investment Company and the Seller organized the Company and provided initial capitalization of SR 2,000,000, with each of AR Investment Company and the Seller contributing SR 1,000,000 to acquire 50% of the share capital of the Company pursuant to a Shareholders’ Agreement dated November 24, 2006 (the capitalization shall be referred to herein as the “ AR Shares ” and the “ Parker Shares ” and the “ AR Shares ” and the “Parker Shares ” represent the “ Share Capital ”); and

B.

WHEREAS, the Company entered into six (6) drilling contracts with Saudi Arabian Oil Company (“ Saudi Aramco ”) pursuant to which the Company agreed to provide drilling services with six (6) drilling rigs (the “ Drilling Contracts ”); and

C.

WHEREAS, the Company entered into contracts with certain vendors to construct and partially assemble six (6) drilling rigs (“ Rigs ”) and with various vendors and suppliers and service providers to fabricate, construct, provide equipment and components for and assemble the Rigs for the purpose of performing the Drilling Contracts (all collectively, the “ Vendor Contracts ”); and

D.

WHEREAS, the Company entered into certain Credit Facilities Agreements with Arab National Bank (“ ANB ”) pursuant to which ANB has advanced and the Company has borrowed US$160 million to finance a portion of the price of the Rigs, including the Vendor Contracts (the “ Bank Loans ”), which loans are secured by a personal guarantee from Abd. Al-Rushaid and the receivables from the Drilling Contracts; and

E.

WHEREAS, the Buyer, on behalf of AR Investment Company and as a member of the Abdullah Rasheed Al-Rushaid group of companies, and the Seller have each made contributions to the Company in the form of shareholder loans pursuant to resolutions of the Parties as shareholders of the Company in the total amount of twenty million US Dollars ($20,000,000) each and forty million US Dollars ($40,000,000) in the aggregate and agreed in said resolutions that to the extent of the losses incurred by the Company in 2006 and 2007 that the shareholder loans may be used to absorb the losses or as contributions to the equity of the Company; and

F.

WHEREAS, AR Investment Company and the Seller, or their respective Affiliates, have each provided certain services to the Company for which there is an outstanding payable by the Company to each Party or its Affiliates; and

G.

WHEREAS, due to various reasons, including without limitation, remedial work to correct construction defects, cost overruns for construction and assembly and cost escalation of equipment and components, and the cost of rental equipment, the total cost to acquire, assemble and commission the Rigs has increased significantly over and above the expected share capital requirements; and

H.

WHEREAS, due to delays in the commencement of performance of the Drilling Contracts, the Company is subject to potential liquidated damages of approximately twenty-eight million US Dollars ($28,000,000), which amount may increase (the “ Liquidated Damages ”); and

I.

WHEREAS, the Parties desire to enter into this Agreement for the purpose of establishing the terms and conditions applicable to the sale of the Parker Shares to the Buyer and the partial repayment of outstanding shareholder loans made by the Seller to the Company;

NOW THEREFORE in consideration of the premises and mutual covenants and undertakings herein below set forth, the Parties agree as follows:

ARTICLE 1 — DEFINED TERMS

1.1 “Affiliate ” means, with respect to any Person, each other Person that directly or indirectly (through one or more intermediaries or otherwise) 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 ”) means the possession, directly or indirectly, of the actual power to direct or cause the direction of the management policies of a Person, whether through the ownership of stock, by contract, credit arrangement or otherwise.

1.2 “Agreement ” means this Share Purchase Agreement, as amended, supplemented or modified from time to time.

1.3 “ANB” shall have the meaning specified in the Recitals to this Agreement.

1.4 “Applicable Laws” means with respect to any Person, any law, statute, treaty, rule, regulation, ordinance, permit, license, judgment, order, writ, injunction, decree, directive, determination or other requirement of any governmental authority or arbitrator, in each case, applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

1.5 “AR Investment Company” shall have the meaning specified in the Recitals to this Agreement.

1.6 “Bank Loans” shall have the meaning specified in the Recitals to this Agreement.

1.7 “Best Efforts” shall mean the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to ensure that such result is achieved and that it is achieved as expeditiously as possible.

1.8 “Buyer” shall have the meaning specified in the Recitals to this Agreement.

1.9 “Claims” has the meaning specified in Article 10.

1.10 “Closing” and “Closing Date” shall have the meaning specified in clause 7.4.

1.11 “Company” has the meaning specified in the Recitals to this Agreement.

1.12 “Completion” has the meaning specified in Article 8.

1.13 “Confidential Information” shall be defined so as to include any non-public information, whether oral or written, from or about the other Party or its Affiliates, including but not limited to technical, financial and business plans and models, names of customers or partners, proposed business deals, reports, market projections, software programs, data or any other proprietary information, irrespective of any identification or marking indicating that such information is confidential. Confidential Information as used herein does not include any information listed above which (i) is already known to the receiving Party at the time it is disclosed to the receiving Party, or (ii) is or has become generally known to the public through no wrongful act of the receiving Party, or (iii) is obtained by the receiving Party from a third party who has the right to disclose the information, or (iv) is independently developed by the receiving Party without use, directly or indirectly, of the Confidential Information received from the disclosing Party.

1.14 “Drilling Contracts” has the meaning specified in the Recitals to this Agreement.

1.15 “Indemnified Party” has the meaning specified in Article 10.

1.16 “Intellectual Property Rights” means any and all proprietary and technical information, trade names (registered and unregistered), trade secrets, patents and patent rights, patent applications, patents pending, service marks (registered and unregistered), trademarks (registered and unregistered), trademark and service mark registrations and applications, customer and supplier lists and other information, price lists, advertising and promotional materials, field performance data, research materials, royalty rights, copyrights, other proprietary intangibles, computer programs and software, databases, processes, technical know-how, business and product know-how, engineering and other drawings, plats, surveys, designs, plans, methods, engineering and manufacturing specifications, technology, inventions, processes, methods, formulas, procedures, literature and phone numbers, and operating and quality control manuals and data.

1.17 “Knowledge” (whether or not capitalized) means (a) with respect to a natural Person, the actual knowledge of that Person, after due investigation, in his individual capacity and as an officer, director and employee of the Person; and (b) with respect to a Person which is a business entity, the actual knowledge of each of the officers, directors, managers, members and partners of such entity, after due investigation.

1.18 “Lien” means any lien, mortgage, security interest, pledge, deposit, production payment, restriction, burden, encumbrance, rights of a vendor under any title retention or conditional sale agreement, or lease or other arrangement substantially equivalent thereto.

1.19 “Person” (whether or not capitalized) means any natural person, corporation, company, limited or general partnership, joint stock company, joint venture, association, limited liability company, trust, bank, trust company, business trust or other entity or organization, whether or not a governmental authority.

1.20 “Purchase Price” shall have the meaning specified in Article 6 of this Agreement.

1.21 “Seller” shall have the meaning specified in the Recitals to this Agreement.

1.22 “Share Capital” shall have the meaning specified in the Recitals to this Agreement.

1.23 “Abd. Al-Rushaid” shall have the meaning specified in the Recitals to this Agreement.

1.24 “Tax” or “Taxes” means taxes of any kind, levies or other like assessments, customs, duties, imposts, charges or fees, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, federal royalty, license, payroll, transaction, capital, net worth and franchise taxes, estimated taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other governmental taxes imposed or payable to the United States or any state, local or foreign governmental subdivision or agency thereof, and in each instance such term shall include any interest, penalties or additions to tax attributable to any such tax, including penalties for the failure to file any tax return or report.

1.25 “ Technical Services Agreement ” means that agreement to be entered into by and between the Company and Parker Drilling Offshore International, Inc., on or around the date of this Agreement.

1.26 Other Definitional Provisions .

     (a) All references in this Agreement to Exhibits, Schedules, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof.

     (b) Exhibits and Schedules to this Agreement are attached hereto and by this reference incorporated herein for all purposes.

     (c) The words “this Agreement ,” “ herein ,” “ hereby ,” “ hereunder ” and “ hereof ,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “ this Article ,” “ this Section ” and “ this subsection ,” and words of similar import, refer only to the Article, Section or subsection hereof in which such words occur. The word “ or ” is not exclusive, and the word “ including ” (in its various forms) means including without limitation.

     (d) Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

ARTICLE 2 — THE TRANSACTION

2.1 The Seller agrees to sell to the Buyer all of the Parker Shares and the Buyer agrees to purchase same from the Seller in accordance with the terms and conditions hereinafter set forth.

2.2 The Parties understand that the transfer to the Buyer of legal title to the Parker Shares as contemplated by this Agreement may be effected in accordance with the Applicable Laws of Saudi Arabia only after receipt of certain governmental approvals. Therefore, the Parties hereby agree to undertake all matters and sign all documents necessary to effect the transfer of the Parker Shares to the Buyer, including but not limited to the following: (a) executing all requisite applications to the Saudi Arabian General Investment Authority (“ SAGIA ”), the Companies Department of the Ministry of Commerce & Industry (“ MoCI ”), the Commercial Registration Department of MoCI and the Dammam Chamber of Commerce and Industry and an amendment of the Articles of Association of the Company before the relevant Saudi Arabian Notary Public, (b) publishing any required extracts in the Umm Al Qura (Official Gazette) and (c) executing and/or delivering such other and further documents as may be required by all relevant Saudi Arabian governmental entities.

2.3 Each Party acknowledges and understands that obtaining the required governmental approvals and completing the required administrative steps to complete the transfer of legal

title to the Shares shall require the full and punctual cooperation of the Parties. Each Party hereby agrees with the other Party that it shall do and perform, on a timely and Best Efforts basis, all such acts and execute and deliver all such agreements, powers of attorney, instruments, assurances and other documents (including, without limitation, a pro forma share sale agreement relating to the purchase and sale of the Parker Shares for submission to the relevant Saudi Arabian governmental authorities, and all other reasonable and lawful documents in relation to such Party requested by SAGIA or MoCI and the appropriate amendment to the Articles of Association of the Company) as may be necessary or desirable for obtaining any required consent or approval to the transfer of the legal title to the Parker Shares as contemplated herein, for duly recording such change of ownership in the Articles of Association of the Company and in the Companies and Commercial Register of MoCI in the Eastern Province, and for otherwise carrying out any of the Parties’ obligations hereunder.

2.4 AR Investment Company hereby expressly waives any preemptive rights that it may have under the Articles of Association of the Company, Applicable Law, or otherwise by contract, and expressly consents to the sale of the Parker Shares to the Buyer.

2.5 In connection with the purchase and sale of the Parker Shares, the Company shall repay to Seller a portion of the shareholder loans made by Seller to the Company, as more specifically described in clause 6.3.

ARTICLE 3 — REPRESENTATIONS OF SELLER

The Seller represents and warrants as follows:

3.1 that the Seller has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the obligation to sell, transfer and deliver the Parker Shares, as herein contemplated.

3.2 that this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms, except as the same 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 enforceability is considered in a proceeding at law or in equity.

3.3 that neither the execution and delivery of this Agreement and all other documents that are to be executed in connection therewith nor the consummation of the transactions contemplated by this Agreement and the other documents that are to be executed in connection herewith will (a) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any Seller is subject or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice or consent under the Formation Agreement of the Seller or any agreement, contract, lease, license, instrument or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of their assets are subject or conflict with or result in a breach of or give rise to an event of default under any other agreement or arrangement to which the Seller is a party.

3.4 that the Seller (a) is the lawful owner of the Parker Shares, which represent fifty (50%) of the registered Share Capital of the Company, and (b) the Parker Shares are validly

issued and fully paid up and free of any Lien arising as a result of any action or omission by the Seller.

ARTICLE 4—REPRESENTATIONS OF BUYER, AR INVESTMENT COMPANY, THE COMPANY AND ABD. AL-RUSHAID

Each of the Buyer, AR Investment Company, the Company, and Abd. Al-Rushaid, as the case may be, warrant and represent as follows:

4.1 that the Buyer has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the purchase, acquisition or receipt of the Parker Shares as herein contemplated.

4.2 that this Agreement constitutes a valid and binding obligation of each of the Buyer, AR Investment Company, the Company and Abd. Al-Rushaid, enforceable against it or him in accordance with its terms.

4.3 that neither the execution and delivery of this Agreement and all other documents that are to be executed in connection herewith nor the consummation of the transactions contemplated by this Agreement and the other documents that are to be executed in connection herewith will (a) violate any statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any of the Buyer, AR Investment Company, the Company or Abd. Al-Rushaid is subject, or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice or consent under the Articles of Association of the Buyer or the Company or any agreement, contract, lease, license, instrument or other arrangement to which the Buyer, AR Investment Company, the Company or Abd. Al-Rushaid is a party or by which the Buyer, AR Investment Company, the Company or Abd. Al-Rushaid is bound or to which any of their assets are subject or (c) conflict with or result in a breach of or give rise to an event of default under any other agreement or arrangement to which the Buyer, AR Investment Company, the Company or Abd. Al-Rushaid is a party.

4.4 that except as specifically provided in this Agreement, (a) no consent, approval, order or authorization of, registration, declaration or filing with, or permit from, any governmental authority is required by or with respect to the Buyer, AR Investment Company or the Company in connection with the execution and delivery of this Agreement by Buyer, or the consummation by Buyer of the transactions contemplated hereby and (b) no third-party consent is required by or with respect to the Buyer or AR Investment Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

4.5 that the Buyer has available adequate funds in an aggregate amount sufficient to pay (a) all amounts required to be paid to Seller upon and following the Closing Date under this Agreement, (b) all amounts required to be advanced to the Company pursuant to clause 6.2 and (c) all expenses incurred or which will be incurred by Buyer in connection with this Agreem