REGISTRATION RIGHTS AGREEMENT
Exhibit 4.1
This REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2006 by and among Complete
Production Services, Inc. (the “Company”) and the stockholders set forth on Exhibit
A hereto (the “Stockholders”).
ARTICLE 1.
DEFINITIONS AND CONSTRUCTION
1.1 Definitions. In addition to the terms defined elsewhere herein, when used herein
the following terms shall have the meanings indicated:
“Affiliate” means, with respect to a particular Person, any Person Controlling,
Controlled by, or Under Common Control with such Person.
“Agreement” means this Registration Rights Agreement, as amended and restated from
time to time.
“Board” means the board of directors of the Company.
“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which
banks are authorized or required by Law to close in the city of Houston, Texas.
“Common Stock” means the common stock, $0.01 par value, of the Company.
“Common Stock Equivalents” means (without duplication with any other Common Stock or
Common Stock Equivalents) rights, warrants, options, convertible securities, or exchangeable
securities or indebtedness, or other rights, exercisable for or convertible or exchangeable into,
directly or indirectly, Common Stock or securities convertible or exchangeable into Common Stock,
whether at the time of issuance or upon the passage of time or the occurrence of some future event.
“Company” means Complete Production Services, Inc., a Delaware corporation.
“Control” (including the correlative terms “Controlling”, “Controlled by” and “Under
Common Control with”) means possession, directly or indirectly, of the power to direct or cause the
direction of management or policies (whether through ownership of securities or any partnership or
other ownership interest, by contract or otherwise) of a Person.
“Demand Holder” means any SCF Demand Holder or Non-SCF Demand Holder.
“Demand Registration” has the meaning set forth in Section 2.1(a)(i) below.
“Demand Request” means any SCF Demand Request or Non-SCF Demand Request.
“Disposing Holders” has the meaning set forth in Section 2.9.
“Eligibility Date” means April 20, 2007.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated by the Securities and Exchange Commission thereunder.
“Holder” means a Stockholder (as defined herein, but excluding any Person who executes
this Agreement or a separate agreement to be bound by the terms hereof solely in his or her
capacity as a spouse of a Stockholder) who holds Registrable Securities; provided,
however, that a Person shall cease to be a Holder if and when such Person owns Common Stock
and Common Stock Equivalents representing less than four percent of the outstanding Common Stock
and such Person may dispose of all Registrable Securities then owned by such Person pursuant to
Rule 144(k) (or any successor rule) under the Securities Act, and in such case the Registrable
Securities owned by such Person shall cease to be Registrable Securities; provided
further, however that a Person shall cease to be a Holder after the second
anniversary hereof if the Company requests in writing that such Person confirm in writing that such
Person remains a Holder and such Person fails to so confirm within 30 days of such notice.
“Indemnified Party” has the meaning set forth in Section 2.6(c) below.
“Indemnifying Party” has the meaning set forth in Section 2.6(c) below.
“Inspectors” has the meaning set forth in Section 2.4(j) below.
“Law” means any applicable constitutional provision, statute, act, code, law,
regulation, rule, ordinance, order, decree, ruling, proclamation, resolution, judgment, decision,
declaration, or interpretative or advisory opinion or letter of a governmental authority.
“Material Adverse Effect” has the meaning set forth in Section 2.1(d) below.
“Non-SCF Demand Holder” means each Non-SCF Holder and each transferee of Non-SCF
Registrable Securities directly or indirectly (in a chain of title) from such Non-SCF Holder if
such transferee to whom the right to request, or participate in the request of, a Demand
Registration under Section 2.1(a) has been expressly assigned in writing directly or indirectly (in
a chain of title) from such Non-SCF Holder as permitted by Section 2.8 hereof.
“Non-SCF Demand Request” has the meaning set forth in Section 2.1(a)(ii) below.
“Non-SCF Holder” means any Stockholder other than SCF or any of its Affiliates.
“Non-SCF Registrable Securities” means the Common Stock issued to any Non-SCF Holder
pursuant to the Purchase Agreement and any other securities issued or issuable with respect to such
securities by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided, that any Non-SCF
Registrable Security will cease to be a Non-SCF Registrable Security when (a) a registration
statement covering such Non-SCF Registrable Security has been declared effective by the SEC and it
has been disposed of pursuant to such effective registration statement, (b) it,
together with all other shares of Common Stock issued to such Non-SCF Holder pursuant to the
Purchase Agreement and any other securities issued or issuable with respect to such securities by
way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization, may be sold under circumstances in which
all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the
Securities Act are met, (c) (i) it has been otherwise transferred, (ii) the Company has delivered a
new certificate or other evidence of ownership for it not bearing any restrictive legend and (iii)
it may be resold without subsequent registration under the Securities Act, or (d) such Non-SCF
Holder has ceased to be a Holder in accordance with the provisos to the definition of Holder
provided for herein.
“Other Piggyback Securities” has the meaning set forth in Section 2.2(b).
“Person” means any natural person, limited liability company, corporation, limited
partnership, general partnership, joint stock company, joint venture, association, company, trust,
bank trust company, land trust, business trust, or other organization, whether or not a legal
entity, and any government or agency or political subdivision thereof.
“Piggyback Registration” has the meaning set forth in Section 2.2(a).
“Piggyback Securities” has the meaning set forth in Section 2.2(b).
“Preferred Request” has the meaning set forth in Section 2.3(c).
“Purchase Agreement” means the Stock Purchase Agreement, dated as of the date hereof,
among the Company, Integrated Production Services, LLC, a Delaware limited liability company,
Pumpco Services, Inc., a Delaware corporation, and the other signatories thereto, including the
Stockholders.
“Records” has the meaning set forth in Section 2.4(j) below.
“Registrable Securities” means the SCF Registrable Securities and the Non-SCF
Registrable Securities.
“Registration Expenses” has the meaning set forth in Section 2.5 below.
“Requesting Holders” means a Holder who makes a Demand Request pursuant to Section 2.1
below, except as provided in Section 2.1(e) below.
“Required Filing Date” has the meaning set forth in Section 2.1(a)(ii).
“SCF” means SCF-VI, L.P., a Delaware limited partnership.
“SCF Demand Holder” means SCF and each transferee of SCF Registrable Securities
directly or indirectly (in a chain of title) from SCF if such transferee to whom the right to
request, or participate in the request of, a Demand Registration under Section 2.1(a) has been
expressly assigned in writing directly or indirectly (in a chain of title) from SCF as permitted by
Section 2.8 hereof.
“SCF Demand Request” has the meaning set forth in Section 2.1(a)(i) below.
“SCF Registrable Securities” means the Common Stock issued to SCF pursuant to the
Purchase Agreement and any other securities issued or issuable with respect to such securities by
way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or reorganization; provided, that any SCF
Registrable Security will cease to be an SCF Registrable Security when (a) a registration statement
covering such SCF Registrable Security has been declared effective by the SEC and it has been
disposed of pursuant to such effective registration statement, (b) it, together with all other
shares of Common Stock issued to SCF pursuant to the Purchase Agreement and any other securities
issued or issuable with respect to such securities by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger, consolidation or reorganization,
may be sold under circumstances in which all of the applicable conditions of Rule 144 (or any
similar provisions then in force) under the Securities Act are met, (c) (i) it has been otherwise
transferred, (ii) the Company has delivered a new certificate or other evidence of ownership for it
not bearing any restrictive legend and (iii) it may be resold without subsequent registration under
the Securities Act, or (d) SCF has ceased to be a Holder in accordance with the provisos to the
definition of Holder provided for herein.
“SEC” means the Securities and Exchange Commission or any successor governmental
agency.
“Securities Act” means the Securities Act of 1933, as amended from time to time.
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement under the Securities Act.
“Spouse” has the meaning set forth in Section 3.7.
“Stockholder” means each person listed as a “Stockholder” on Exhibit A hereto and any
Person to whom Registrable Securities and registration rights have been transferred pursuant to
Section 2.8 hereof.
“Subsidiary” means (i) any corporation or other entity a majority of the capital stock
or other equity ownership interests of which having ordinary voting power to elect a majority of
the board of directors or other Persons performing similar functions is at the time owned, directly
or indirectly, with power to vote, by the Company or any direct or indirect Subsidiary of the
Company or (ii) a partnership in which the Company or any direct or indirect Subsidiary is a
general partner.
“Transfer” (including the correlative terms “Transfers” or “Transferred”) means any
direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or
any other disposition (whether voluntary or involuntary or by operation of Law), of shares of
Common Stock (or any interest (pecuniary or otherwise) therein or right thereto), including
derivative or similar transactions or arrangements whereby a portion or all of the economic
interest in, or risk of loss or opportunity for gain with respect to, Common Stock is transferred
or shifted to another Person; provided, however, that (i) an exchange, merger,
recapitalization, consolidation or reorganization involving the Company in which securities of the
Company or
any other Person and/or cash are issued in respect of all shares of Common Stock shall not be
deemed a Transfer if all shares of Common Stock are treated identically in any such transaction
(other than (A) differences resulting from the treatment of fractional shares that would otherwise
result from such transaction, (B) the cancellation for no consideration of shares of Common Stock
held by any Person that has consented to such cancellation and/or (C) differences resulting from
any election made by the Persons so long as all Persons have an equal opportunity to make such an
election) and (ii) the exercise of options in accordance with the terms of an Incentive Plan shall
not be deemed a Transfer.
“Underwriter” means a securities dealer which purchases any Registrable Securities as
principal and not as part of such dealer’s market-making activities.
1.2 Construction. All references in this Agreement to Exhibits, Articles, Sections,
subsections and other subdivisions refer to the corresponding Exhibits, 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. 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. 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.
REGISTRATION OF STOCK
2.1 Demand Registration.
(a) Request for Registration.
(i) From and after the Eligibility Date, any SCF Demand Holder may make a written request of
the Company (an “SCF Demand Request”) to have the Company effect a registration under the
Securities Act (a “Demand Registration”) for the sale of all or part of their SCF
Registrable Securities. Following receipt of such Demand Request, the Company shall be required to
use commercially reasonable efforts to effect such Demand Registration subject to the terms hereof;
provided that the SCF Registrable Securities proposed to be offered by the Requesting
Holders in any such SCF Demand Request must have a reasonably anticipated aggregate offering price
of at least $20,000,000 net of underwriting discounts and commissions; and provided
further that subject to paragraph (b) below, the SCF Demand Holders shall be entitled to
make no more than one SCF Demand Request pursuant to the foregoing provisions. The SCF Demand
Request may be for a “shelf” registration pursuant to Rule 415 under the Securities Act.
(ii) From and after the Eligibility Date, any Non-SCF Demand Holder may make a written request
of the Company (a “Non-SCF Demand Request”) to have the Company effect a Demand
Registration for the sale of all or part of their Non-SCF Registrable Securities. Following
receipt of such Non-SCF Demand Request, the Company shall be required to use commercially
reasonable efforts to effect such Demand Registration subject to the terms hereof; provided
that the Non-SCF Registrable Securities proposed to be offered by the Requesting Holders in any
such Demand Request must have a reasonably anticipated aggregate offering price of at least
$10,000,000 net of underwriting discounts and commissions; and provided further
that subject to paragraph (b) below, the Non-SCF Demand Holders (regardless of whether certain
Non-SCF Demand Holders do not participate in such Non-SCF Demand Request) shall be entitled to make
no more than one Non-SCF Demand Request pursuant to the foregoing provisions. The Non-SCF Demand
Request may be for a “shelf” registration pursuant to Rule 415 under the Securities Act.
(iii) Each Demand Request shall specify the number of shares of Registrable Securities
proposed to be sold. Subject to Section 2.3(c), the Company shall use its best efforts to file
under the Securities Act a registration statement on an appropriate form to effect the Demand
Registration within 30 days if eligible to use Form S-3, otherwise within 60 days if not so
eligible, after receiving a Demand Request (the “Required Filing Date”) and shall use
commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly
as practicable after such filing.
(b) Effective Registration and Expenses. A registration will not count as a Demand
Registration until it has become effective (unless the Requesting Holders withdraw their Demand
Request, in which case such demand will count as a Demand Registration unless (i) the Requesting
Holders pay all Registration Expenses in connection with such withdrawn registration, (ii) during
the registration process material adverse information regarding the Company is disclosed that was
not known by such Requesting Holders at the time the request for such Demand Registration was made
or (iii) the Company has not complied in all material respects with its obligations hereunder
required to have been taken prior to such withdrawal); provided that if, after it has
become effective, an offering of Registrable Securities pursuant to a registration is interfered
with by any stop order, injunction or other order or requirement of the SEC or other governmental
agency or court, such registration will be deemed not to have been effected and will not count as a
Demand Registration. Furthermore, a registration will not count as a Demand Registration if the
conditions to closing specified in the purchase agreement or underwriting agreement entered into in
connection with such registration are not satisfied other than by reason of some act,
misrepresentation or omission by a Requesting Holder and are not waived by the purchasers or
underwriters.
(c) Selection of Underwriters. If the Requesting Holder so indicates, the offering of
Registrable Securities pursuant to a Demand Registration shall be in the form of an underwritten
offering. In the case of an underwritten offering, the Requesting Holder shall select the
book-running managing Underwriter and such additional Underwriters to be used in connection with
the offering; provided that such selections shall be subject to the consent of the Company,
which consent shall not be unreasonably withheld.
(d) Priority on Demand Registrations. In the case of an underwritten offering, no
securities to be sold for the account of any Person (including the Company) other than a Requesting
Holder shall be included in a Demand Registration if the managing Underwriter(s) shall advise the
Requesting Holders that the inclusion of such securities will materially and adversely affect the
price or success of the offering (a “Material Adverse Effect”); provided,
however, that for purposes of the foregoing, all of the Demand Holders who desire to
participate in such Demand Registration shall be deemed to be Requesting Holders. Furthermore, in
the event the managing Underwriter(s) shall advise the Requesting Holders that even after exclusion
of all securities of other Persons pursuant to the immediately preceding sentence, the amount of
Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is
sufficiently large to cause a Material Adverse Effect, the Registrable Securities of Requesting
Holders to be included in such Demand Registration shall be allocated pro rata among the Requesting
Holders on the basis of the number of shares of Common Stock requested to be included in such
registration by each such Requesting Holder.
(e) Multiple Demands. If the Company shall receive, within a period of 15 days, a
request to file a registration statement from more than one Person who has the contractual right
(whether exercisable alone or in conjunction with other rights) to require the Company to file a
registration statement (whether or not such Person is a Demand Holder), only the first such Person
requesting the Company to file a registration statement shall be considered a Requesting Holder for
the purposes of determining the number of Demand Requests that may be made by such Person pursuant
to this Section 2.1, and all other Persons making such requests shall be considered a Requesting
Holder for all purposes other than determining the number of Demand Requests made by such Person
and provided further that any Holder who exercises his rights under Section 2.2 hereof shall be
deemed a Requesting Holder for all purposes hereunder. In the event the Company shall receive a
request to file a Demand Registration Statement from any Person (including a Demand Holder) who has
the contractual right to cause the Company to do so, the Company shall promptly (and in any event
within five days after its receipt of such request) notify all Demand Holders (in each case who
then own Registrable Securities) thereof.
2.2 Piggy-Back Registration.
(a) Piggyback Registration Rights. If the Company proposes to file a registration
statement under the Securities Act with respect to an offering of any shares of Common Stock by the
Company for its own account or for the account of any holder of Common Stock (including any Holder)
(other than a registration statement on Form S-4 or S-8 or any substitute form that may be adopted
by the SEC or any registration statement filed in connection with an exchange offer or offering of
securities solely to the Company’s existing security holders or a registration of the resale of
debt securities), then the Company shall give written notice of such proposed filing to the Holders
of the Registrable Securities as soon as practicable (but, subject to the last sentence in Section
2.1(e), in no event less than 15 days before the anticipated initial filing date of such
registration statement), and such notice shall offer such Holders the opportunity to register such
number of Registrable Securities as each such Holder may request (a “Piggyback
Registration”). Subject to Section 2.2(b) hereof, the Company shall include in each such
Piggyback Registration all Registrable Securities requested to be included in the registration for
such offering by written notice to the Company within 15 days of receipt (in accordance with
Section 3.1) of the Company’s notice referred to above; provided,
however, that the Company may at any time withdraw or cease proceeding with any such
registration for its own account prior to effectiveness of such registration whether or not any
Holder of Registrable Securities has elected to include any Registrable Securities in such
registration. Each Holder of Registrable Securities shall be permitted to withdraw all or part of
such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the
effective date thereof.
(b) Priority on Piggyback Registration. The Company shall use commercially reasonable
efforts to cause the managing Underwriter(s) of a proposed underwritten offering to permit the
Registrable Securities requested to be included in the registration statement for such offering
under Section 2.2(a) (“Piggyback Securities”) to be included on the same terms and
conditions as any similar securities included therein. Notwithstanding the foregoing, the Company
shall not be required to include any Holder’s Piggyback Securities in such offering unless such
Holder accepts the terms of the underwriting agreement between the Company and the managing
Underwriter(s) and otherwise complies with the provisions of Section 2.7 below. If the managing
Underwriter(s) of a proposed underwritten offering advise(s) the Company that in their opinion the
total amount of securities, including Piggyback Securities, to be included in such offering is
sufficiently large to cause a Material Adverse Effect, then in such event the securities to be
included in such offering shall be allocated (i) first, to the Requesting Holders if such
registration statement is pursuant to a Demand Request or, if not, then to the Company, and (ii)
second, to the extent that any additional securities can, in the opinion of such managing
Underwriter(s), be sold without any such Material Adverse Effect, pro rata among the holders of
Piggyback Securities and holders of any shares of Common Stock having contractual, incidental or
“piggy back” registration rights pursuant to an agreement which is not this Agreement (“Other
Piggyback Securities”) on the basis of the number of Piggyback Securities and Other Piggyback
Securities then held by each such holder.
(c) No registration of Registrable Securities effected under this Section 2.2 shall relieve
the Company of its obligation to effect any registration of Registrable Securities pursuant to
Section 2.1.
2.3 Holdback Agreements.
(a) Restrictions on Public Sale by Holder of Registrable Securities. Following any
underwritten public offering of equity securities by the Company or any Holder of Registrable
Securities effected pursuant to this Agreement, each Holder of Registrable Securities agrees not to
effect any public sale or distribution of equity securities of the Company similar to those being
registered or of any securities convertible into or exchangeable or exercisable for such securities
or hedging transactions relating to the Registrable Securities, including a sale pursuant to Rule
144 under the Securities Act, during the 14 days prior to the expected date of “pricing” of such
offering and during such period, not to exceed 90 days with respect to any such offering, beginning
on the date of such final prospectus (or prospectus supplement if applicable) as shall be
reasonably requested by the managing Underwriter(s) except as part of such registration, and, if
and to the extent requested by the managing Underwriter(s), each such Holder of Registrable
Securities agrees to execute an agreement to the foregoing effect with the Underwriter(s) for such
offering on such terms as the managing Underwriter(s) shall reasonably request.
(b) Restrictions on Public Sale by the Company. Following any underwritten public
offering of equity securities by any Holder of Registrable Securities effected pursuant to this
Agreement, the Company agrees not to effect any public sale or distribution of any equity
securities of the Company similar to those being registered, or any securities convertible into or
exchangeable or exercisable for such securities, during the 14 days prior to the expected date of
“pricing” of such offering and during such period, not to exceed 90 days with respect to any such
offering, beginning on the date of such final prospectus (or prospectus supplement if applicable)
as shall be reasonably requested by the managing Underwriter(s) except as part of such registration
as permitted hereby.
(c) Deferral of Filing. The Company may defer the filing (but not the preparation) of
a registration statement required by Section 2.1 if (i) at the time the Company receives the Demand
Request, the Company or any of its subsidiaries are engaged in confidential negotiations or other
confidential business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not filed) and the Board
determines in good faith that such disclosure would be materially detrimental to the Company, until
a date not later than 60 days after the Required Filing Date or (ii) subject to Section 2.1(e), the
Company had received, prior to receiving such Demand Request, a Demand Request from a different
group of Requesting Holders (a “Preferred Request”) and is proceeding with reasonable
diligence to comply with the Preferred Request, until a date not later than the later of (A) six
months after the effective date of such Preferred Request or (B) the end of the holdback period
referred to in Section 2.3(a) above with respect to such Preferred Request or (iii) prior to
receiving such Demand Request, the Board had determined to effect a registered underwritten public
offering of the Company’s equity securities for the Company’s account and the Company had taken
substantial steps (including, but not limited to, selecting or entering into a letter of intent
with the managing Underwriter(s) for such offering) and is proceeding with reasonable diligence to
effect such offering, until a date not later than the end of the holdback period referred to in
Section 2.3(a) above with respect to such offering. A deferral of the filing of a registration
statement pursuant to this Section 2.3(c) shall be lifted, and the requested registration statement
shall be filed as soon as reasonably practicable, if, in the case of a deferral pursuant to clause
(i) of the preceding sentence, the negotiations or other activities are disclosed or terminated,
or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the Preferred
Request is withdrawn, or in the case of a deferral pursuant to clause (iii) of the preceding
sentence, the proposed registration for the Company’s account is abandoned. In order to defer the
filing of a registration statement pursuant to this Section 2.3(c), the Company shall promptly (but
in any event within 15 days), upon determining to seek such deferral, deliver to each Requesting
Holder a certificate signed by the Chief Executive Officer of the Company stating that the Company
is deferring such filing pursuant to this Section 2.3(c) and the basis therefor in reasonable
detail. Within 20 days after receiving such certificate, the Holders of a majority of the
Registrable Securities held by the Requesting Holders and for which registration was previously
requested may withdraw such request by giving notice to the Company. If withdrawn, the Demand
Request shall be deemed not to have been made for all purposes of this Agreement. The Company may
defer the filing of a Demand Registration pursuant to this Section 2.3(c) only one time during any
12 month period. Nothing in this paragraph shall affect the rights of the Holders under Section 2.2
to participate in any such Demand Registration at such time as the filing deferral is lifted in
accordance with this Section 2.3(c).
(d) Use, and Suspension of Use, of Shelf Registration Statement. If the Company has
filed a “shelf” registration statement pursuant to a Demand Request under Section 2.1(a)(i) and has
included Registrable Securities therein, the Company shall be entitled to suspend (but not more
than an aggregate of 90 days in any 12-month period), for a reasonable period of time not in excess
of 90 days, the offer or sale of Registrable Securities pursuant to such registration statement by
any holder of Registrable Securities if (i) a “road show” is not then in progress with respect to a
proposed offering of Registrable Securities by such holder pursuant to such registration statement
and such holder has not executed an underwriting agreement with respect to a pending sale of
Registrable Securities pursuant to such registration statement and (ii) the Company or any of its
subsidiaries are engaged in confidential negotiations or other confidential business activities,
disclosure of which would be required if such registration statement were used (but would not be
required if such registration statement were not used) and the Board determines in good faith that
such disclosure would be materially detrimental to the Company. In order to suspend the use of the
registration statement pursuant to this Section 2.3(d), the Company shall promptly (but in any
event within 10 days), upon determining to seek such suspension, deliver to the holders of
Registrable Securities included in such registration statement, a certificate signed by the Chief
Executive Officer of the Company stating that the Company is suspending use of such registration
statement pursuant to this Section 2.3(d) and the basis therefor in reasonable detail. IN ADDITION,
A HOLDER OF REGISTRABLE SECURITIES MAY NOT UTILIZE A SHELF REGISTRATION STATEMENT TO EFFECT THE
SALE OF ANY SUCH SECURITIES UNLESS SUCH HOLDER HAS GIVEN THE COMPANY AT LEAST ONE BUSINESS DAY
ADVANCE WRITTEN NOTICE OF THE DATE OR DATES OF A PROPOSED SALE OF SUCH SECURITIES BY SUCH HOLDER
PURSUANT TO SUCH REGISTRATION STATEMENT (WHICH NOTICE MAY BE GIVEN AS OFTEN AS SUCH HOLDER
DESIRES).
2.4 Registration Procedures. Whenever the Holders have requested that any Registrable
Securities be registered pursuant to Section 2.1 hereof, the Company will, at its expense, use
commercially reasonable efforts to effect the registration of such Registrable Securities under the
Securities Act prior to the Required Filing Date, and in connection with any such request, the
Company will as expeditiously as practicable:
(a) prepare and file with the SEC a registration statement on any form for which the Company
then qualifies or which counsel for the Company shall deem appropriate and which form shall be
available for the sale of the Registrable Securities to be registered thereunder in accordance with
the intended method of distribution thereof, and use commercially reasonable efforts and proceed
diligently and in good faith to cause such filed registration statement to become effective under
the Securities Act; provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, the Company will furnish to all Selling Holders and to one
counsel reasonably acceptable to the Company selected by the Selling Holders, copies of all such
documents proposed to be filed, which documents will be subject to the review of such counsel;
provided further that in connection with a Demand Registration, the Company shall not file
any registration statement or prospectus, or any amendments or supplements thereto, if the
Requesting Holders who hold a majority of the Registrable Securities covered by such registration
statement or their counsel shall reasonably object on a timely basis;
(b) 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 keep such
registration statement effective pursuant to Section 2.1 for a period (except as provided in the
last paragraph of this Section 2.4) of not less than 270 consecutive days (or four years, or such
shorter period as the Requesting Holders who hold a majority of the Registrable Securities covered
by such registration may elect, if a “shelf registration” is requested) or, if shorter, the period
terminating when all Registrable Securities covered by such registration statement have been sold
(but not before the expiration of the applicable period referred to in Section 4(3) of the
Securities Act and Rule 174 thereunder, if applicable) and comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended method of disposition by the Selling
Holders thereof set forth in such registration statement; provided, however, that
any Selling Holder that has been included on a “shelf” registration statement may request that such
Selling Holder’s Common Stock be removed from such registration statement, in which event the
Company shall promptly either withdraw such registration statement or file a post-effective
amendment to such registration statement removing such Common Stock;
(c) furnish, without charge, to each such Selling Holder such number of copies of such
registration statement, each amendment and supplement thereto (in each case including all exhibits
thereto), the prospectus included in such registration statement (including each preliminary
prospectus) and such other documents as such Selling Holder may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Selling Holder;
(d) notify the Selling Holders promptly, and (if requested by any such Person) confirm such
notice in writing, (i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and, with respect to a registration statement or any post-effective amendment, when
the same has become effective under the Securities Act and each applicable state Law, (ii) of any
request by the SEC or any other federal or state governmental authority for amendments or
supplements to a registration statement or related prospectus or for additional information, (iii)
of the issuance by the SEC of any stop order suspending the effectiveness of a registration
statement or the initiation of any proceedings for that purpose, (iv) if at any time the
representations or warranties of the Company or any Subsidiary contained in any agreement
(including any underwriting agreement) contemplated by Section 2.4(i) below cease to be true and
correct in any material respect, (v) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose, (vi) of the happening of any event which makes any statement made in such registration
statement or related prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires the making of any changes in such
registration statement, prospectus or documents so that, in the case of the registration statement,
it will not contain any 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, and that
in the case of the prospectus, it will not contain any 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, in light of the circumstances under which
they were made, not misleading, and (vii) of the Company’s reasonable determination that a
post-effective amendment to a registration statement would be appropriate;
(e) use commercially reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale in any
jurisdiction, at the earliest practicable moment;
(f) cooperate with the Selling Holders and the managing Underwriter(s) to facilitate the
timely preparation and delivery of certificates representing Registrable Securities to be sold,
which certificates shall not bear any restrictive legends and shall be in a form eligible for
deposit with The Depositary Trust Company;
(g) use commercially reasonable efforts to register or qualify such Registrable Securities as
promptly as practicable under such other securities or blue sky laws of such jurisdictions as any
Selling Holder or managing Underwriter reasonably (in light of the intended plan of distribution)
requests and do any and all other acts and things which may be reasonably necessary or advisable to
enable such Selling Holder or managing Underwriter to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such Selling Holder; provided that the
Company will 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 (g), (ii) subject itself to
taxation in any such jurisdiction or (iii) consent to general service of process in any such
jurisdiction;
(h) use commercially reasonable efforts to cause such Registrable Securities to be registered
with or approved by such other governmental agencies or authorities, if any, as may be required of
the Company to enable the Selling Holder or Selling Holders thereof to consummate the disposition
of such Registrable Securities;
(i) enter into customary agreements (including an underwriting agreement in customary form
with customary indemnification provisions) and take such other actions as are reasonably required
or advisable in order to expedite or facilitate the disposition of such Registrable Securities,
including providing reasonable availability of appropriate members of senior management of the
Company to provide customary due diligence assistance in connection with any offering and to
participate in customary “road show” presentations in connection with any underwritten offerings in
substantially the same manner as they would in an underwritten primary registered public offering
by the Company of its Common Stock, after taking into account the reasonable business requirements
of the Company in determining the scheduling and duration of any road show;
(j) make available for inspection by any Selling Holder of such Registrable Securities, any
Underwriter participating in any disposition pursuant to such registration statement and any
attorney, accountant or other professional retained by any such Selling Holder or Underwriter
(collectively, the “Inspectors”), all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the “Records”) as shall be
reasonably necessary to enable them to exercise their due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information reasonably requested by
any such Inspectors in connection with such registration statement. Each Selling Holder of
such Registrable Securities agrees that information obtained by it as a result of such inspections
shall be deemed confidential and shall not be used by it as the basis for any market transactions
in the securities of the Company or its Affiliates unless and until such is made generally
available to the public (other than by such Selling Holder). Each Selling Holder of such
Registrable Securities further agrees that it will, as soon as practicable upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, give notice to the
Company and allow the Company at its expense to undertake appropriate action to prevent disclosure
of the Records deemed confidential;
(k) use commercially reasonable efforts to obtain a comfort letter or comfort letters from the
Company’s independent public accountants in customary form and covering such matters of the type
customarily covered by comfort letters as the managing Underwriter(s) reasonably request(s);
(l) otherwise use commercially reasonable efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering a period of twelve months, beginning within three
months after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act;
(m) use commercially reasonable efforts to cause all such Registrable Securities to be listed
on each securities exchange on which similar securities issued by the Company are then listed or
quoted on any inter-dealer quotation system on which similar securities issued by the Company are
then quoted;
(n) if any event contemplated by Section 2.4(d)(vi) above shall occur, as promptly as
practicable prepare a supplement or amendment or post-effective amendment to such registration
statement or the related prospectus or any document incorporated therein by reference or promptly
file any other required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, the prospectus will 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, in light of the circumstances under which they were made, not misleading; and
(o) cooperate and assist in any filing required to be made with the National Association of
Securities Dealers, Inc. and in the performance of any due diligence investigation by any
Underwriter, including any “qualified independent underwriter,” or any Selling Holder.
Notwithstanding anything contained herein to the contrary, the Company hereby agrees that any
Demand Registration shall contain all language (including, without limitation, on the prospectus
cover sheet, the principal stockholders’ chart and the plan of distribution) as may be requested by
a holder of Registrable Securities. The Company may require each Selling Holder to promptly furnish
in writing to the Company such information regarding the distribution of the Registrable Securities
as it may from time to time reasonably request and such other information as may be legally
required in connection with such registration. Notwithstanding anything herein to the contrary, the
Company shall have the right to exclude from any offering the Registrable
Securities of any Selling Holder who does not comply with the provisions of the immediately
preceding sentence.
Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 2.4(d)(vi) hereof, such Selling Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the registration statement covering
such Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 2.4(n) hereof, and, if so directed by the Company,
such Selling Holder will deliver to the Company all copies, other than permanent file copies, then
in such Selling Holder’s possession, of the most recent prospectus covering such Registrable
Securities at the time of receipt of such notice. In the event the Company shall give such notice,
the Company shall extend the period during which such registration statement shall be maintained
effective (including the period referred to in Section 2.4(b) hereof) by the number of days during
the period from and including the date of the giving of notice pursuant to Section 2.4(d)(vi)
hereof to the date when the Company shall make available to the Selling Holders of Registrable
Securities covered by such registration statement a prospectus supplemented or amended to conform
with the requirements of Section 2.4(n) hereof.
2.5 Registration Expenses. Subject to the provisions in Section 2.1(b) above with
respect to a withdrawn Demand Registration, in connection with any registration statement required
to be filed hereunder, the Company shall pay the following registration expenses (the
“Registration Expenses”):
(a) all registration and filing fees (including, without limitation, with respect to filings
to be made with the National Association of Securities Dealers, Inc.);
(b) fees and expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities);
(c) printing expenses;
(d) internal expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties);
(e) the fees and expenses incurred in connection with the listing on an exchange of the
Registrable Securities if the Company shall choose, or be required pursuant to Section 2.4(m), to
list such Registrable Securities;
(f) reasonable fees and disbursements of counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company (including the
expenses of any comfort letters requested pursuant to Section 2.4(k) hereof);
(g) the reasonable fees and expenses of any special experts retained by the Company in
connection with such registration;
(h) reasonable fees and expenses of one counsel reasonably acceptable to the Company selected
by the Selling Holders incurred in connection with the registration of such Registrable Securities
hereunder; and
(i) fees and expenses of any “qualified independent underwriter” or other independent
appraiser participating in any offering pursuant to Section 2.2 of Schedule E to the By-laws of the
National Association of Securities Dealers, Inc.
The Company shall not have any obligation to pay any underwriting fees, discounts, or commissions
attributable to the sale of Registrable Securities or, except as provided by clause (b), (h) or (i)
above, any out-of-pocket expenses of the Holders (or the agents who manage their accounts) or the
fees and disbursements of any Underwriter.
2.6 Indemnification; Contribution.
(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless
each Selling Holder, each Person, if any, who controls such Selling Holder within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, and the officers, directors,
agents, general and limited partners, and employees of each Selling Holder and each such
controlling Person from and against any and all losses, claims, damages, liabilities (joint or
several), and expenses (including reasonable costs of investigation and attorneys’ fees) arising
out of or based upon any untrue statement or alleged untrue statement of a material fact contained
in any registration statement or prospectus relating to the Registrable Securities or in any
amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon
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, except insofar as such losses, claims,
damages, liabilities or expenses arise out of, or are based upon and in conformity with, any such
untrue statement or omission or allegation thereof based upon information furnished in writing to
the Company by such Selling Holder or on such Selling Holder’s behalf expressly for use therein.
The Company also agrees to indemnify any Underwriter(s) of the Registrable Securities, their
officers and directors and each Person who controls such Underwriter(s) on substantially the same
basis as that of the indemnification of the Selling Holders provided in this Section 2.6(a).
(b) Indemnification by Holder of Registrable Securities. Each Selling Holder agrees,
severally and not jointly, to indemnify and hold harmless each other Selling Holder, the Company,
and each Person, if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and the officers, directors, agents and employees
of each other Selling Holder, the Company and each such controlling Person to the same extent as
the foregoing indemnity from the Company to such Selling Holder, but only with respect to
information furnished in writing by such Selling Holder or on such Selling Holder’s behalf
expressly for use in any registration statement or prospectus relating to the Registrable
Securities. The liability of any Selling Holder under this Section 2.6(b) shall be limited to the
aggregate cash and property received by such Selling Holder pursuant to the sale of Registrable
Securities covered by such registration statement or prospectus.
(c) Conduct of Indemnification Proceedings. If any action or proceeding (including
any governmental investigation) shall be brought or asserted against any Person entitled to
indemnification under Section 2.6(a) or 2.6(b) above (an “Indemnified Party”) in respect of
which indemnity may be sought from any Person who has agreed to provide such indemnification under
Section 2.6(a) or 2.6(b) above (an “Indemnifying Party”), the Indemnified Party shall give
prompt written notice to the Indemnifying Party and the Indemnifying Party shall assume the defense
thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and
shall assume the payment of all reasonable expenses of such defense. Such Indemnified Party shall
have the right to employ separate counsel in any such action or proceeding and to participate in
the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses or
(ii) the Indemnifying Party fails promptly to assume the defense of such action or proceeding or
fails to employ counsel reasonably satisfactory to such Indemnified Party or (iii) the named
parties to any such action or proceeding (including any impleaded parties) include both such
Indemnified Party and Indemnifying Party (or an Affiliate of the Indemnifying Party), and such
Indemnified Party shall have been advised by counsel that there may be one or more legal defenses
available to the Indemnified Party that are different from or additional to those available to the
Indemnifying Party, or there is a conflict of interest on the part of counsel employed by the
Indemnifying Party to represent such Indemnified Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense
of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of
such action or proceeding on behalf of such Indemnified Party). Notwithstanding the foregoing, the
Indemnifying Party shall not, in connection with any one such action or proceeding or separate but
substantially similar related actions or proceedings in the same jurisdiction arising out of the
same general allegations or circumstances, be liable at any time for the fees and expenses of more
than one separate firm of attorneys (together in each case with appropriate local counsel). The
Indemnifying Party shall not be liable for any settlement of any such action or proceeding effected
without its written consent (which consent will not be unreasonably withheld), but if settled with
its written consent, or if there be a final judgment for the plaintiff in any such action or
proceeding, the Indemnifying Party shall indemnify and hold harmless such Indemnified Party from
and against any loss or liability (to the extent stated above) by reason of such settlement or
judgment. The Indemnifying Party shall not consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release, in form and substance reasonably satisfactory to
the Indemnified Party, from all liability in respect of such action or proceeding for which such
Indemnified Party would be entitled to indemnification hereunder.
(d) Contribution. If the indemnification provided for in this Section 2.6 is
unavailable to the Indemnified Parties in respect of any losses, claims, damages, liabilities or
judgments referred to herein, then each such Indemnifying Party, in lieu of indemnifying such
Indemnified Parties, shall contribute to the amount paid or payable by such Indemnified Parties as
a result of such losses, claims, damages, liabilities and judgments as between the Company on the
one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the
relative fault of the Company and of each Selling Holder in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any
other relevant equitable considerations. The relative fault of the Company on the one hand and of
each Selling Holder 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 such Person, and such Person’s
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Selling Holders agree that it would not be just and equitable if contribution
pursuant to this Section 2.6(d) were determined by any method of allocation which does not take
into account the equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 2.6(d), no Selling Holder shall be required
to contribute any amount in excess of the amount by which the total price at which the Registrable
Securities of such Selling Holder were offered to the public (less any underwriting discounts or
commissions) exceeds the amount of any damages which such Selling Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.
2.7 Participation in Underwritten Registrations. No Holder may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable
Securities on the basis provided in any underwriting arrangements approved by the Person entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of
attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and this Agreement.
2.8 Transfers of Registration Rights. The provisions hereof will inure to the benefit
of and be binding upon the successors and assigns of each of the parties hereto, except as
otherwise provided herein; provided, however, that the registration rights granted
hereby may be transferred only (i) by operation of Law or (ii) to any Person to whom a Holder
transfers Registrable Securities, provided further that any such transferee shall
not be entitled to rights pursuant to Section 2.1, 2.2 or 2.3 hereof unless such transferee of
registration rights hereunder agrees to be bound by the terms and conditions hereof and executes
and delivers to the Company an acknowledgment and agreement to such effect.
2.9 Information Rights in Private Sale. If any Demand Holders (such Demand Holders,
for purposes of this Section 2.9, being herein called the “Disposing Holders”) propose to
Transfer in a private transaction Registrable Securities having a fair market value in excess of
$20,000,000, as determined in good faith by such Disposing Holders, then held by such Disposing
Holders, then, the Company shall afford to such Disposing Holders, such prospective transferees and
their respective counsel, accountants, lenders and other representatives, full access during normal
business hours to the properties, books, contracts, records and management of the Company in order
that such parties may have full opportunity to make such investigations
as they shall desire to make of the Company and shall, upon request, promptly furnish to such
parties all other information concerning the Company as such parties may reasonably request in
connection with such prospective Transfer, in each case subject to such confidentiality
restrictions or obligations as the Company may reasonably require; provided,
however, that any such investigation shall be conducted in such a manner as not to
interfere unreasonably with the Company’s business and operations.
2.11 Reservation of Rights. The Company will not (i) grant any registration rights to
third parties which conflict with or are inconsistent with the rights granted hereunder (provided
that the Company shall not be restricted from granting any registration rights equivalent to the
rights granted hereunder) or (ii) enter into any agreement, take any action, or permit any change
to occur, with respect to its securities that violates or subordinates the rights expressly granted
to the Holders in this Agreement; provided that this Section 2.11 shall not apply to any amendment
of the Amended and Restated Stockholders Agreement dated as of September 12, 2005, by and among the
Company and the other parties thereto.
ARTICLE 3.
MISCELLANEOUS
3.1 Notices. Unless otherwise provided herein, any notice, request, consent,
instruction or other document to be given hereunder by any party hereto to another party hereto
shall be in writing and will be deemed given (a) when received if delivered personally or by
courier; or (b) on the date receipt is acknowledged if delivered by certified mail, postage
prepaid, return receipt requested; or (c) on the day of transmission if sent by facsimile
transmission and receipt thereof is confirmed, as follows:
If to the Company, addressed to:
|
Complete Production Services, Inc. | |
| 00000 Xxx Xxxx Xxxx, Xxxxx 000 | ||
| Xxxxxxx, Xxxxx 00000 | ||
| Attention: Xxxxxx X. Xxxxxxx | ||
| Facsimile: (000) 000-0000 |
If to a Stockholder, addressed to such Stockholder at the address for notice set forth opposite
such Stockholder’s name on Exhibit A hereto, or to such other place and with such other copies as
any party hereto may designate as to itself by written notice to the others in accordance with this
Section 3.1.
3.2 Binding Effect. Subject to Section 2.8, this Agreement is binding on and inures
to the benefit of the Stockholders and their respective heirs, legal representatives, successors,
and assigns.
3.3 Governing Law. This agreement is governed by and shall be construed in accordance
with the law of the State of Delaware without regard to the principles of conflicts of law thereof.
3.4 Severability. If any provision of this Agreement or the application thereof to
any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this
Agreement and the application of that provision to other Persons or circumstances is not
affected thereby and that provision shall be enforced to the greatest extent permitted by Law.
3.5 Section Headings. Headings contained in this Agreement are inserted only as a
matter of convenience and in no way define, limit, or extend the scope or intent of this Agreement
or any provisions hereof.
3.6 Assignment. Except as otherwise expressly provided herein, the terms and
conditions of this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the Stockholders and the Company. No such assignment shall relieve the
assignor from any liability hereunder. Any purported assignment made in violation of this Section
3.6 shall be void and of no force and effect.
3.7 Spouses. Each reference herein to the shares owned by a Stockholder includes the
community property interest of such Stockholder’s spouse (if any) (each, a “Spouse”) in
such shares. Each Spouse is fully aware of, understands and fully consents and agrees to the
provisions of this Agreement and its binding effect upon any community property interest such
Spouse may now or hereafter own. Each Spouse agrees that the termination of his or her marital
relationship with a Stockholder for any reason shall not have the effect of removing any shares of
the Company otherwise subject to this Agreement from its coverage. Each Spouse’s awareness,
understanding, consent and agreement are evidenced by the execution of the Previous Agreement or an
adoption agreement by such Spouse. In addition, each Spouse hereby acknowledges that the Company
and the parties hereto may desire to amend this Agreement from time to time, and such Spouse hereby
appoints his or her spouse as his or her true and lawful proxy and attorney, with full power of
substitution to enter into any such amendment to this Agreement. Such proxy is irrevocable and will
survive the death, incompetency, and disability of such Spouse, provided that upon termination of
this Agreement, the above authorized proxy shall become null and void. Each such Spouse agrees, for
such Spouse and such Spouse’s heirs, executors, administrators, guardians and other personal
representatives, to offer for sale all shares now owned or hereafter acquired by such Spouse upon
the happening of the events and on the terms and conditions set forth in this Agreement.
3.8 Entire Agreement. The provisions of the Agreement contain the entire
understanding of the parties hereto respecting the subject matter hereof and supersede all prior
agreements, discussions and understandings with respect thereto.
3.9 Miscellaneous; Amendment; Termination. The provisions of this Agreement may only
be amended by the written consent of the Company and the SCF Demand Holders (if the SCF Demand
Holders then own Registrable Securities); provided, however, that any amendment that has an adverse
effect on the rights of, or imposes additional obligations on, the Non-SCF Holders shall require
the consent of the Non-SCF Holders that hold in the aggregate at least 50% of the Registrable
Securities then held by the Non-SCF Holders (if the Non-SCF Holders then own Registrable
Securities). The Holders acknowledge and agree that any Person that becomes a Stockholder shall
have the rights and obligations set forth in this Agreement and that such Person becoming a
Stockholder shall be deemed not to be an amendment to this Agreement. The provisions of this
Agreement shall terminate and be of no further force or effect as of and following (i) the tenth
anniversary of the date hereof, and (ii) as to each Stockholder, on a case
by case basis, on the date such Stockholder ceases to be a Holder; provided that the
provisions of Section 2.6 shall survive for any sales of Registrable Securities prior to such date.
[Signature Pages Follow]
In Witness Whereof, the parties hereto have caused this Registration Rights Agreement
to be duly executed by their respective authorized persons as of the date first indicated above.
| THE COMPANY: | ||||
| COMPLETE PRODUCTION SERVICES, INC. | ||||
By: |
/s/ Xxxxxx X. Xxxxxxx | |||
Name:
|
||||
Title:
|
Chief Executive Officer | |||
| STOCKHOLDERS: | ||||||||
| SCF-VI, L.P. | ||||||||
| By: SCF-VI, G.P., Limited Partnership, its general partner |
||||||||
| By: X.X. Xxxxxxx & Associates, Incorporated, its general partner |
||||||||
| By: | /s/ Xxxxxxx X. XxXxxx | |||||||
| Name: | Xxxxxxx X. XxXxxx | |||||||
| Title: | Managing Director | |||||||
| XXX XXXXXXXXXX | ||||||||
| /s/ XXX XXXXXXXXXX | ||||||||
| XXXXX XXXXXXX | ||||||||
| /s/ XXXXX XXXXXXX | ||||||||
| XXXX XXXXX | ||||||||
| /s/ XXXX XXXXX | ||||||||
| XXXX XXXXXXXX | ||||||||
| /s/ XXXX XXXXXXXX | ||||||||
| XXXX XXXXXXXX | ||||||||
| /s/ XXXX XXXXXXXX | ||||||||
| XXXXX XXXXXXXX | ||||||||
| /s/ XXXXX XXXXXXXX | ||||||||
| XXXX XXXXXXX | ||||||||
| /s/ XXXX XXXXXXX | ||||||||
| XXXXXX XXXXX | ||||||||
| /s/ XXXXXX XXXXX | ||||||||
EXHIBIT A
STOCKHOLDERS
| 1. | Xxxxxxxxxx, Xxx | |
| 2. | Xxxxxxx, Xxxxx | |
| 3. | Xxxxx, Xxxx | |
| 4. | Xxxxxxxx, Xxxx | |
| 5. | Xxxxxxxx, Xxxx | |
| 6. | Xxxxxxxx, Xxxxx | |
| 7. | SCF-VI, L.P. | |
| 8. | Xxxxxxx, Xxxx | |
| 9. | Xxxxx, Xxxxxx |
