REGISTRATION RIGHTS AGREEMENT
Exhibit 4.1
This Registration Rights Agreement (this “Agreement”) is entered into as of September
16, 2009 (the “Execution Date”) among Xxxxxxxxxxx International Ltd., a Swiss joint-stock
corporation (“Weatherford”), Integrity Energy International, LLC, a Delaware limited
liability company (the “Selling Entity”), Xxxx Xxxxxx Xxxx, Xxxxxxx Xxx Xxxxxx, Xxxxxx
Xxxxxx, as trustee of the Xxxxxx Family Trust 1997, Xxxxx Xxxxxx Xxxx (collectively, the
“Shareholders” and, together with the Selling Entity, the “Sellers”) and any other
Eligible Sellers (as defined below) who may become a party to this Agreement after the Execution
Date. Capitalized terms not otherwise defined herein shall have the meanings set forth in the
Purchase Agreement (as defined below).
PRELIMINARY STATEMENTS
A. The Selling Entity is acquiring the Consideration Shares pursuant to a Share Purchase
Agreement dated September 10, 2009 (the “Purchase Agreement”) among Weatherford, the
Selling Entity and the Shareholders.
B. As a condition to consummate the transactions contemplated by the Purchase Agreement,
Weatherford has agreed to enter into this Agreement with the Selling Entity and the Seller
Representative to set forth the registration rights to be granted by Weatherford to the Selling
Entity.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms not defined
elsewhere shall have the following respective meanings:
“Blackout Period” shall mean, with respect to a registration, a period in each case
commencing on the day immediately after Weatherford notifies the Eligible Sellers that they are
required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities
because Weatherford, in the good faith judgment of its Board of Directors, has determined (because
of the existence of, or in anticipation of, any acquisition, financing activity, or other
transaction involving Xxxxxxxxxxx, or the unavailability for reasons beyond Xxxxxxxxxxx’x control
of any required financial statements, disclosure of information which is in its best interest not
to publicly disclose, or any other event or condition of similar significance to Weatherford) that
the registration and distribution of the Registrable Securities to be covered by such Registration
Statement, if any, would be seriously detrimental to Weatherford and its shareholders and ending on
the earlier of (a) the date upon which the material non-public information commencing the Blackout
Period is disclosed to the public or ceases to be material and (b) such time as Weatherford makes
such Registration Statement effective again, or allows sales pursuant to such Registration
Statement to resume; provided, however, that Weatherford shall limit its use of
Blackout Periods described in this Section 1, in the aggregate, to 30 Trading Days.
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“Commission” shall mean the SEC or any other federal agency at the time administering
the Securities Act.
“Eligible Seller” means the Selling Entity and each of its Permitted Transferees.
“Final Prospectus Supplement” shall mean the prospectus supplement relating to the
Registration Statement and covering the Consideration Shares to be filed pursuant to Rule 424(b) of
the Securities Act, together with the base prospectus included in the Registration Statement.
“Permitted Transferees” shall mean any Shareholder, any family member of a
Shareholder, any trust established for the benefit of a Shareholder or family member of a
Shareholder or any family limited partnership owned by a Shareholder or a family member of a
Shareholder to which any Eligible Seller transfers, sells or otherwise disposes of Consideration
Shares in accordance with applicable Laws and this Agreement.
“Registrable Securities” shall mean the Consideration Shares delivered to the Selling
Entity pursuant to the terms of the Purchase Agreement; provided, however, that a
Registrable Security shall cease to be a Registrable Security upon the earlier of the time (a) the
Registration Statement covering such Registrable Security has been declared effective by the
Commission and such Registrable Security has been sold or disposed of pursuant to such effective
Registration Statement, (b) such Registrable Security has been, or can be in a single transaction
and without restriction, disposed of pursuant to any section of Rule 144 under the Securities Act
(or any similar provision then in force), or (c) such Registrable Security has been assigned, sold
or otherwise transferred in a transaction in which the transferor’s rights under this Agreement are
not assigned.
“Registration Filing Date” shall mean five Business Days after the date on which the
Consideration Shares are delivered pursuant to Section 1.3 of the Purchase Agreement (or
such later date if extended pursuant to Section 3 hereof).
“Registration Statement” shall mean Xxxxxxxxxxx’x SEC registration statement on
Form S-3 (file number 333-150764-01), including the related base prospectus, and shall also include
for purposes of this Agreement, as applicable, the Final Prospectus Supplement and any other
amendments or supplements filed pursuant to this Agreement relating to the registration of
Registrable Securities or, in the event such registration statement shall no longer be effective or
shall otherwise become unavailable for the offer and sales of the Consideration Shares as
contemplated by this Agreement, a registration statement on such form as shall be appropriate for
the Eligible Sellers to offer and sell shares in the manner contemplated hereby.
“SEC” shall mean the United States Securities and Exchange Commission.
“SEC Effective Date” shall mean each date and time that the Registration Statement,
any post-effective amendment or amendments thereto first became or become effective.
“Securities Act” shall mean the United States Securities Act of 1933, as amended.
2. Term. The rights granted to the Eligible Sellers hereunder shall commence on the
date of the Registration and continue in full force and effect until the earlier of such time as
there
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are no Registrable Securities hereunder or Xxxxxxxxxxx’x obligations under Section
4(a) have otherwise ceased, unless terminated sooner by written agreement of Weatherford and
the Eligible Sellers (in whole or solely regarding an applicable Eligible Seller).
3. Registration. No later than the Registration Filing Date, Weatherford shall file
with the Commission a Final Prospectus Supplement relating to the Registration Statement and the
resale by the Eligible Sellers of all of the Consideration Shares comprising the Registrable
Securities and pay the registration fee with respect thereto; provided, however,
that Weatherford shall not be obligated to effect any such registration during any Blackout Period,
in which case the Registration Filing Date shall be extended to the date immediately following the
last day of such Blackout Period.
4. Registration Procedures. In the case of each registration, qualification, or
compliance effected by Weatherford pursuant to Section 3 or Section 4(e) hereof,
Weatherford will keep each Eligible Seller including securities therein reasonably advised in
writing (which may include
e-mail) as to the initiation of each registration, qualification, and compliance and as to the completion thereof. At its expense with respect to the Registration Statement and Final Prospectus Supplement filed pursuant to Section 3, Weatherford will:
e-mail) as to the initiation of each registration, qualification, and compliance and as to the completion thereof. At its expense with respect to the Registration Statement and Final Prospectus Supplement filed pursuant to Section 3, Weatherford will:
(a) use its commercially reasonable efforts to cause such Registration Statement to remain
effective at least for a period ending with the first to occur of (i) the date which is six months
following the Registration Filing Date (or for such longer period if extended pursuant to
Section 5), (ii) the sale of all Registrable Securities covered by the Registration
Statement, and (iii) the date which the unsold securities covered by the Registration Statement
cease to be Registrable Securities (in any case, the “Effectiveness Period”). Weatherford
shall be deemed not to have used its commercially reasonable efforts to cause such Registration
Statement to remain effective during the requisite period if it voluntarily takes any action that
would result in the Eligible Sellers covered thereby not being able to offer and sell such
securities during that period, unless such action is required by applicable Law.
(b) if the Registration Statement is subject to review by the Commission, promptly respond to
all comments and use its commercially reasonable efforts to diligently pursue resolution of any
comments to the satisfaction of the Commission;
(c) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the Final Prospectus Supplement used in connection therewith as may be necessary to
keep the Registration Statement effective during the Effectiveness Period (but in any event at
least until expiration of the 90-day period referred to in Section 4(3) of the Securities Act and
Rule 174, or any successor thereto, thereunder, if applicable), and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by the Registration
Statement during such period in accordance with the intended method(s) of disposition by the
sellers thereof set forth in the Registration Statement;
(d) furnish, without charge, to each Eligible Seller of Registrable Securities covered by the
Registration Statement (i) a reasonable number of copies of the Registration Statement (including
any exhibits thereto other than exhibits incorporated by reference), and of each amendment and
supplement thereto as such Eligible Seller may request, (ii) such number of
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copies of the prospectus included in the Registration Statement (including each preliminary
prospectus and any other prospectus filed under Rule 424 under the Securities Act) as such Eligible
Seller may reasonably request, in conformity with the requirements of the Securities Act, and (iii)
such other documents as such Eligible Seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such Eligible Seller, but only during the
Effectiveness Period;
(e) use its commercially reasonable efforts to register or qualify such Registrable Securities
under such other applicable securities or blue sky laws of such jurisdictions as any Eligible
Seller of Registrable Securities covered by the Registration Statement reasonably requests as may
be necessary for the marketability of the Registrable Securities and do any and all other acts and
things which may be reasonably necessary or advisable to enable such Eligible Seller to consummate
the disposition in such jurisdictions of the Registrable Securities owned by such Eligible Seller;
provided that Weatherford shall not be required to (i) qualify generally to do business in
any jurisdiction where it would not otherwise be required to qualify but for this paragraph (e),
(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of
process in any such jurisdiction;
(f) as promptly as practicable after becoming aware of such event, notify each Eligible Seller
of such Registrable Securities at any time when a prospectus relating thereto is required to be
delivered under the Securities Act of the happening of any event which comes to Xxxxxxxxxxx’x
attention if as a result of such event the prospectus included in the Registration Statement
contains an untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and Weatherford shall
promptly prepare and furnish to such Eligible Seller and, if applicable, file with the Commission
under the Securities Act, a supplement or amendment to such prospectus (or prepare and file
appropriate reports under the Exchange Act) so that, as thereafter delivered to the purchasers of
such Registrable Securities, such prospectus shall not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, unless suspension of the use of such prospectus otherwise is
authorized herein or in the event of a Blackout Period, in which case no supplement or amendment
need be furnished (or Exchange Act filing made) until the termination of such suspension or
Blackout Period;
(g) comply, and continue to comply during the period that the Registration Statement is
effective under the Securities Act, in all material respects with the Securities Act and the
Exchange Act and with all applicable rules and regulations of the Commission with respect to the
disposition of all securities covered by the Registration Statement, and make available to its
security holders, as soon as reasonably practicable, an earnings statement covering the period of
at least 12 months, but not more than 18 months, beginning with the first full calendar month after
the initial SEC Effective Date, which earnings statement shall satisfy the provisions of Section
11(a) of the Securities Act;
(h) as promptly as practicable after becoming aware of such event, notify each Eligible Seller
of Registrable Securities being offered or sold pursuant to the Registration Statement of the
initiation by the Commission of any proceedings with respect to, or the issuance by the Commission
of any stop order or other suspension of effectiveness of the Registration
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Statement or the initiation of any proceeding against Weatherford pursuant to Section 8A of
the Securities Act and use its commercially reasonable efforts to prevent the issuance of such stop
order, obtain the revocation of such stop order or the lifting of such suspension or prevent the
initiation of such proceeding, as the case may be, as soon as practicable;
(i) use its commercially reasonable efforts to cause all the Registrable Securities covered by
the Registration Statement to be listed on the New York Stock Exchange or such other principal
securities market on which securities of the same class or series issued by Weatherford are then
listed or traded;
(j) provide a transfer agent and registrar, which may be a single entity, for the Registrable
Securities at all times;
(k) cooperate with the Eligible Sellers that sell Registrable Securities pursuant to the
Registration Statement to issue and deliver such Registrable Securities in uncertificated
book-entry form (not bearing any restrictive notations) to be offered pursuant to the Registration
Statement and enable such book-entries to be in such denominations or amounts as the Eligible
Sellers may reasonably request, registered in such names as the Eligible Sellers may request within
the settlement period specified in Rule 15c6-1 under the Exchange Act; and
(l) during the Effectiveness Period, refrain from bidding for or purchasing any Weatherford
Shares or any right to purchase Weatherford Shares or attempting to induce any Person to purchase
any such security or right if such bid, purchase or attempt would in any way limit the right of the
Eligible Sellers to sell Registrable Securities by reason of the limitations set forth in
Regulation M under the Exchange Act.
5. Suspension of Offers and Sales. Each Eligible Seller of Registrable Securities
agrees that, upon receipt of any notice from Weatherford of the happening of any event of the kind
described in Section 4(f) hereof or of the commencement of a Blackout Period, such Eligible
Seller shall discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Eligible Seller’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 4(f) hereof or notice of
the end of the Blackout Period, and, if so directed by Weatherford, such Selling Entity shall
deliver to Weatherford (at Xxxxxxxxxxx’x expense) all copies (including, without limitation, any
and all drafts), other than permanent file copies, then in such Eligible Seller’s possession, of
the prospectus covering such Registrable Securities current at the time of receipt of such notice.
In the event Weatherford shall give any such notice, the applicable period mentioned in Section
4(a)(i) hereof shall be extended by the greater of (i) 10 Business Days or (ii) the number of
days during the period from and including the date of the giving of such notice pursuant to
Section 4(f) hereof, or the commencement of a Blackout Period, to and including, as
applicable, the date when each Eligible Seller of Registrable Securities covered by the
Registration Statement shall have received the copies of the supplemented or amended prospectus
contemplated by Section 4(f) hereof or termination of a Blackout Period.
6. Registration Expenses. Weatherford shall pay all required registration and filing
fees in connection with any registration of the Registrable Securities. Except as provided above
or elsewhere herein, each of Weatherford and the Selling Entity (on its behalf and on behalf of
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all Eligible Sellers) shall pay their own other expenses incurred in connection with any
Registration Statement filed pursuant to this Agreement, including, without limitation, the fees
and disbursements of their respective counsel, accountants, and other representatives.
7. Assignment of Rights. No Eligible Seller may assign its rights under this
Agreement to any party without the prior written consent of Weatherford, which approval Weatherford
may withhold in its sole discretion; provided, however, that an Eligible Seller may
assign its rights under this Agreement without such consent to a Permitted Transferee as long as:
(a) such transfer or assignment is effected in accordance with applicable securities Laws; (b) such
Permitted Transferee agrees in writing to become a party to, and be subject to, the terms of this
Agreement by properly executing a joinder in the form attached hereto as Exhibit A, which
shall specify the name and address of the Permitted Transferee and identify the Registrable
Securities with respect to which such rights are being transferred or assigned; and (c) such
joinder is delivered to Weatherford. Weatherford shall, upon request of the transferring Eligible
Seller and its Permitted Transferee (and after receiving such joinder), file an amendment or
supplement to the Registration Statement (or, as appropriate, to the prospectus included therein)
to register sales of Registrable Securities by such Permitted Transferees and shall bear any and
all expenses incurred by it in connection with the first two amendments or supplements so
requested; provided that, notwithstanding anything else herein to the contrary, the Selling
Entity shall pay any and all expenses properly incurred by Weatherford in connection with any
subsequent amendments or supplements so requested by the Selling Entity, including, without
limitation, the reasonable fees and disbursements of Company’s counsel, accountants, and other
representatives incurred in connection therein.
8. Information by Eligible Sellers; Free Writing Prospectuses.
(a) The Eligible Sellers shall furnish to Weatherford such information regarding such Eligible
Sellers and the distribution proposed by such Eligible Sellers as Weatherford may reasonably
request in writing. The Selling Entity agrees that its name as it is to be listed in the
Registration Statement is accurately set forth above. Notwithstanding anything else herein to the
contrary, Weatherford shall have no obligation to file an amendment or supplement to the
Registration Statement (or, as appropriate, to the prospectus included therein) to register sales
of Registrable Securities by any Eligible Seller until such Eligible Seller (or the Selling Entity
on its behalf) shall have furnished Weatherford with all information and statements about or
pertaining to such Eligible Seller in such reasonable detail and on such timely basis as is
reasonably deemed by Weatherford to be legally required with respect to the preparation of such
filing.
(b) None of the Selling Entity or any Eligible Seller (or any Person on their behalf) shall
prepare or use any Free Writing Prospectus (as such term is defined in Rule 405 under the
Securities Act) unless any and all issuer information included therein has been approved by
Weatherford in writing specifically for use by the Eligible Sellers in a Free Writing Prospectus,
which approval Weatherford may withhold in its reasonable discretion.
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9. Indemnification.
(a) In connection with the offer and sale of Registrable Securities under the Registration
Statement, Weatherford shall, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by Law, each Eligible Seller, its directors, officers, each other Person who participates
as an underwriter in the offering or sale of such securities, and each Person, if any, who controls
any such Eligible Seller or any such underwriter within the meaning of the Securities Act or the
Exchange Act against any Losses to which any such Person may become subject under the Securities
Act or the Exchange Act insofar as such Losses (or Proceedings in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein
not misleading (with respect to the Registration Statement) or not misleading in light of the
circumstances under which they were made (with respect to any prospectus), and Weatherford shall
reimburse the Eligible Seller for any legal or any other Losses reasonably incurred by them in
connection with investigating, defending or settling any such Loss or Proceeding; provided
that Weatherford shall not be liable in any such case (i) to the extent that any such Loss (or
Proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from such Registration Statement, any
such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with information furnished to Weatherford by or on behalf of such
Eligible Seller or (ii) if Weatherford had provided to such Eligible Seller a copy of an amended
preliminary prospectus or final prospectus that corrected such untrue or alleged untrue statement
or such omission or alleged omission and the Person asserting any such Loss (or Proceeding in
respect thereof) who purchased the Registrable Securities that are the subject thereof did not
receive a copy of such preliminary or final prospectus at or prior to the written confirmation of
the sale of such Registrable Securities to such Person because of the failure of such Eligible
Seller to so provide such amended preliminary or final prospectus. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of the Eligible Seller
and shall survive the transfer of such shares by the Eligible Sellers.
(b) As a condition to including any Registrable Securities to be offered by an Eligible Seller
in the Registration Statement filed pursuant to this Agreement, each such Eligible Seller agrees to
be bound by the terms of this Section 9(b) and to indemnify and hold harmless, to the
fullest extent permitted by Law, Weatherford against any Losses to which Weatherford may become
subject under the Securities Act or otherwise, insofar as such Losses (or Proceedings in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement in or
omission or alleged omission from such Registration Statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was made in reliance upon and in
conformity with information about such Eligible Seller furnished to Weatherford by or on behalf of
such Eligible Seller, and such Eligible Seller shall reimburse Weatherford for any legal or other
expenses reasonably incurred by it in connection with investigating, defending, or settling any
such Loss or Proceeding; provided,
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however, that the indemnity pursuant to this Section 9(b) shall in no event exceed the
gross proceeds from the offering received by such Eligible Seller. Such indemnity shall remain in
full force and effect, regardless of any investigation made by or on behalf of Weatherford and
shall survive the transfer by any Eligible Seller of such shares.
(c) Promptly after receipt by an indemnified party of notice of the commencement of any
Proceeding involving a claim referred to in Section 9(a) or (b) hereof (including
any governmental action), such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the indemnifying party of the commencement of
such action; provided that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under Section 9(a) or
(b) hereof, except to the extent that the indemnifying party is prejudiced by such failure
to give notice. In case any such Proceeding is brought against an indemnified party, unless in the
reasonable judgment of counsel to such indemnified party a conflict of interest between such
indemnified and indemnifying parties may exist or the indemnified party may have defenses not
available to the indemnifying party in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof, unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties arises in respect of such
claim after the assumption of the defenses thereof or the indemnifying party fails to defend such
claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified
nor an indemnifying party shall be liable for any settlement of any Proceeding effected without its
consent. No indemnifying party shall, without the consent of the indemnified party, consent to
entry of any judgment or enter into any settlement, which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all
Liability in respect of such claim. Notwithstanding anything to the contrary set forth herein, and
without limiting any of the rights set forth above, in any event any party shall have the right to
retain, at its own expense, counsel with respect to the defense of a claim.
(d) If the indemnification provided for in this Section 9 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any Loss referred
to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall
(i) contribute to the amount paid or payable by such indemnified party as a result of such Loss or
Proceeding as is appropriate to reflect the proportionate relative fault of the indemnifying party
on the one hand and the indemnified party on the other (determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or omission relates to
information supplied by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such untrue
statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by
applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter
calculated, not only the proportionate relative fault of the indemnifying party and the indemnified
party, but also the relative benefits received by the indemnifying party on the one hand and the
indemnified party on the other, as well as any other relevant equitable considerations;
provided, however, that each Eligible Seller shall not be liable for any such Loss
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in an amount greater than such Eligible Seller received as gross proceeds from the sale of
such Eligible Seller’s Registrable Securities. No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.
10. Rule 144. For the a period of at least six months following Registration,
Weatherford will use its commercially reasonable efforts (a) to timely file all reports required to
be filed by Weatherford after the date hereof under the Securities Act and the Exchange Act
(including the reports pursuant to Section 13(a) or 15(d) of the Exchange Act referred to in
subparagraph (c)(1) of Rule 144) and the rules and regulations adopted by the Commission
thereunder), and (b) if Weatherford is not required to file reports pursuant to such sections, it
will prepare and furnish to the Eligible Sellers and make publicly available in accordance with
Rule 144(c) such information as is required for the Eligible Sellers to sell Weatherford Shares
under Rule 144, all to the extent required from time to time to enable the Eligible Sellers to sell
Weatherford Shares without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144.
11. Miscellaneous.
(a) Seller Representative. The Selling Entity and each Shareholder hereby appoint and
agree that the Seller Representative shall represent the Selling Entity, each Shareholder and their
respective Eligible Sellers in all matters pertaining to this Agreement following the Execution
Date (the “Assigned Powers”). Weatherford agrees to the appointment of the Seller
Representative and that, unless and until a termination notice has been received in accordance with
the next succeeding paragraph, any and all matters under this Agreement within the Assigned Powers
shall be communicated to and resolved with the Seller Representative. By execution of this
Agreement, the Selling Entity and each Shareholder irrevocably constitutes and appoints the Seller
Representative, with full power of substitution, as his or her true and lawful attorney-in-fact to
perform any acts within the Assigned Powers. This power of attorney is effective immediately and
is not affected by the subsequent disability or incapacity of any Seller. No event which would
otherwise act to revoke this power of attorney by law shall be effective as to a third party until
the third party receives actual notice of the revocation. Each of the Sellers agrees that any
third party who receives a copy of this Agreement may rely upon the appointment contained herein.
Any Seller may revoke this power of attorney only by giving written notice of termination to the
Seller Representative and Xxxxxxxxxxx pursuant to Section 12.3 of the Purchase Agreement
not fewer than five Business Days prior to the effective date of such termination.
(b) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the Laws of the State of Texas (without regard to its conflicts of Laws principles)
applicable to Contracts made and performed entirely in Texas by residents of Texas.
(c) Assignment and Successors. Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, be binding upon and be enforceable by the parties hereto and
their respective successors and Permitted Transferees.
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(d) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties relating to the subject matter hereof and thereof and supersede
all prior representations, endorsements, premises, agreements, memoranda communications,
negotiations, discussions, understandings and arrangements, whether oral, written or inferred,
between the parties relating to the subject matter hereof. This Agreement may not be modified,
amended, rescinded, canceled, altered or supplemented, in whole or in part, except upon the
execution and delivery of a written instrument executed by a duly authorized representative of
Xxxxxxxxxxx and the Seller Representative.
(e) Notices. All notices, requests, Consents, directions and other instruments and
communications required or permitted to be given under this Agreement shall be in writing and shall
be deemed to have been duly given if delivered in person, by courier, by overnight delivery service
with proof of delivery or by prepaid registered or certified first-class mail, return receipt
requested, addressed to the respective party, or if sent by facsimile or other similar form of
communication (with receipt confirmed), in each case to the addresses or facsimile number and
marked to the attention of the individual’s name set forth in Section 12.3 of the Purchase
Agreement or to such other address or facsimile number and to the attention of such other Person as
either party may designate by written notice. Any notice mailed shall be deemed to have been given
and received on the fifth Business Day following the day of mailing.
(f) Fax and Counterparts. This Agreement may be executed by facsimile or portable
document format (.pdf) and in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
(g) Severability. Any provision hereof that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest
extent possible.
(h) Effective Date of this Agreement. This Agreement will be effective as of the date
of the Registration.
(Signature page follows)
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The parties have duly executed this Agreement as of the Execution Date.
| Xxxxxxxxxxx: | ||||||
| Xxxxxxxxxxx International Ltd. | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Name: | Xxxxxx X. Xxxxx | |||||
| Title: | Vice President | |||||
| Selling Entity: | ||||||
| Integrity Energy International, LLC | ||||||
| By: | /s/ Xxxxxxx Xxx Xxxxxx | |||||
| Name: | Xxxxxxx Xxx Xxxxxx | |||||
| Title: | President | |||||
| Shareholders: | ||||||
| /s/ Xxxx Xxxxxx Bull | ||||||
| Xxxx Xxxxxx Bull | ||||||
| /s/ William Max Xxxxxx | ||||||
| Xxxxxxx Xxx Xxxxxx | ||||||
| /s/ Xxxxxx Xxxxxx, Trustee | ||||||
| Xxxxxx Xxxxxx, as trustee of the Xxxxxx Family Trust 1997 | ||||||
| /s/ Xxxxx Xxxxxx Xxxx | ||||||
| Xxxxx Xxxxxx Xxxx | ||||||
[Signature page to Registration Rights Agreement]
EXHIBIT A
FORM OF JOINDER
Pursuant to Section 7 of the Registration Rights Agreement dated September 16, 2009
(the “Agreement”) among Xxxxxxxxxxx International Ltd., a Swiss joint-stock corporation
(“Xxxxxxxxxxx”), Integrity Energy International, LLC, a Delaware limited liability company
(the “Selling Entity”), the Shareholders and any other Eligible Seller as provided in the
Agreement, the undersigned Eligible Seller and the undersigned Permitted Transferee, as those terms
and any other capitalized terms used but not defined herein are defined in the Agreement, hereby
agree as follows:
| 1) | Such Eligible Seller hereby assigns its rights under the Agreement to such Permitted Transferee solely in respect of the Registrable Securities identified on the signature page hereto; provided, however, such Eligible Seller remains otherwise subject to the terms and conditions of, and remains liable for any and all of its obligations under, the Agreement; | ||
| 2) | Such Permitted Transferee hereby accepts such assignment and agrees to become a party to, and be subject to, the terms and conditions of the Agreement; and | ||
| 3) | Pursuant to Section 7 of the Agreement, such Eligible Seller and such Permitted Transferee hereby request that Xxxxxxxxxxx file an amendment or supplement to the Registration Statement (or, as appropriate, to the prospectus included therein) to register sales of the Registrable Securities identified below by such Permitted Transferee. |
(Signature page follows)
The undersigned have duly executed this joinder on this ___ day of , 20___.
| Eligible Seller: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Permitted Transferee: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Address: | ||||||
| Registrable Securities: | ||||||
[Signature page to Form of Joinder]
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