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Published: 2008-03-26

Participation Rights Agreement - Boots & Coots International Well Control Inc. and The Prudential Insurance Co. of America



                         PARTICIPATION RIGHTS AGREEMENT


          PARTICIPATION RIGHTS AGREEMENT, dated as of  July 23, 1998, by and
among BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation
(the 'COMPANY'), THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the 'PURCHASER')
and the holders of the Company's common stock, par value $0.00001 per share (the
'COMMON STOCK') listed in Schedule I attached hereto (each a 'STOCKHOLDER' and
collectively the 'STOCKHOLDERS').

     1.  Background; Term.  The Company and the Purchaser have entered into a
Subordinated Note and Warrant Purchase Agreement (the 'PURCHASE AGREEMENT'),
dated as of the date hereof, pursuant to which the Company has agreed, among
other things, to issue and sell its Common Stock Purchase Warrants (the
'WARRANTS'), evidencing rights to purchase an aggregate of [3,165,396] shares
(subject to adjustment as provided therein) of Common Stock.  This Agreement
shall become effective upon the issuance of such Warrants and shall terminate
(i) with respect to shares of Common Stock issued upon the exercise of the
Warrants, three years after the issuance of such shares, and (ii) with respect
to any other shares of Common Stock or Common Stock Equivalents, three years
after the issuance thereof.

     2.  Transfers of Common Stock.

     2.1 Rights of Participation.

          (a)  Participation Offer. Except as provided in Section 2.1(c),  if
any Stockholder or any Affiliate thereof (other than the Company or a
Subsidiary), or if the Company, proposes to sell or otherwise transfer for value
shares of  the Common Stock or Common Stock Equivalents (each such Stockholder,
each such Affiliate thereof and the Company being referred to herein as a
'TRANSFEROR'), which shares of the Common Stock or Common Stock Equivalents:

               (i) in the case of any sale or other transfer for value by any
     Transferor other than the Company, together with all shares of the Common
     Stock or Common Stock Equivalents sold or otherwise  transferred for value,
     whether in one transaction or in a series of related transactions, by such
     Transferor and all other Transferors (other than the Company), constitute
     at least 10% of the Fully Diluted Common Stock, or

               (ii) in the case of any sale or other transfer for  value by any
     Transferor (including the Company), together with all shares of the Common
     Stock or Common Stock Equivalents sold or otherwise transferred for value,
     whether in one transaction or in a series of related transactions, by such
     Transferor and all other Transferors (including the Company), constitute at
     least 30% of the Fully Diluted Common Stock,

 
     then such Transferor shall offer (the 'PARTICIPATION OFFER') to include in
     the proposed sale or other transfer a number of shares of Common Stock or
     Common Stock Equivalents (regardless of whether such securities are of the
     same class being sold or otherwise transferred by the Transferor)
     designated by each Tagalong Holder, not to exceed, in respect of such
     Tagalong Holder, the number of shares equal to the product of (y) the
     aggregate number of shares of Common Stock or Common Stock Equivalents to
     be sold or otherwise transferred by the Transferor to the proposed
     transferee and (z) a fraction, the numerator of which shall be the number
     of shares of Fully Diluted Common Stock held by such Tagalong Holder and
     the denominator of which shall be the number of shares of Fully Diluted
     Common Stock held by the Transferor and all Tagalong Holders.  The
     Transferor shall give written notice to each Tagalong Holder of the
     Participation Offer (the 'PARTICIPATION OFFER NOTICE') at least 30 days
     prior to the proposed sale or other transfer.  The Participation Offer
     Notice shall specify the proposed transferee, the number of shares of
     Common Stock or Common Stock Equivalents to be sold or otherwise
     transferred to such transferee, the amount and type of consideration to be
     received therefor, and the place and date on which the sale or other
     transfer is to be consummated.

          (b) Exercise.  Each Tagalong Holder who wishes to include shares of
Common Stock or Common Stock Equivalents in the proposed sale or other transfer
in accordance with this Section 2.1 shall so notify the Transferor not more than
15 days after the date of receipt of the Participation Offer Notice.  The
Participation Offer shall be conditioned upon the Transferor's sale or other
transfer of shares pursuant to the transactions contemplated in the
Participation Offer Notice with the transferee named therein.  If any Tagalong
Holder or Holders have accepted the Participation Offer, the Transferor shall
reduce to the extent necessary the number of shares it otherwise would have sold
or transferred in the proposed sale or other transfer so as to permit such
Tagalong Holder or Holders to sell or otherwise transfer the number of shares
that it or they are entitled to sell or otherwise transfer under this Section
2.1, and the Transferor and such Tagalong Holder or Holders shall sell or
otherwise transfer the number of shares specified in the Participation Offer to
the proposed transferee in accordance with the terms of such sale or other
transfer set forth in the Participation Offer Notice.

          (c) Excepted Transfers.  Section 2.1(a) and Section 2.1(b) shall not
apply to any sale pursuant to a public offering registered pursuant to the
Securities Act, any sale pursuant to Rule 144 under the Securities Act (as such
rule may be amended from time to time) or to any sale or other transfer for
value by a Transferor (other than the Company or a Subsidiary) to an Affiliate
thereof (other than the Company or a Subsidiary) or to any sale or other
transfer for value by the Company as consideration for the acquisition of a
business or property.

          2.2  Restrictive Legend.  Contemporaneously with the execution and
delivery of this Agreement, each certificate representing shares of presently
outstanding Common Stock held by a Stockholder shall be stamped or otherwise

                                       2

 
imprinted with a legend (or shall be exchanged for certificates bearing a
legend) in substantially the following form:

     'The shares represented by this certificate are subject to certain
     restrictions set forth in a Participation Rights Agreement dated as of July
     23, 1998 among the Corporation, The Prudential Insurance Company of America
     and the holders of the Corporation's outstanding Common Stock parties
     thereto, and such shares may not be transferred except in compliance with
     such restrictions.  Such Participation Rights Agreement is on file at the
     office of the Corporation and a copy thereof will be furnished without
     charge to the holder of the shares represented by this certificate upon
     written request.'

Each certificate issued upon the direct or indirect transfer of any such
outstanding Common Stock held by a Stockholder shall also be stamped or
otherwise imprinted with the foregoing legend.

          2.3  Effect of Violation.  Any purported transfer of Common Stock or
Common Stock Equivalents which is not permitted by this Agreement or which is in
violation of this Agreement shall be void and of no force and effect whatsoever.

     3.   Definitions.   As used herein, unless the context otherwise requires,
the following terms have the following respective meanings:

          Affiliate:  (a)  With respect to any Person, any other Person who,
     directly or indirectly, is in control of, is controlled by, or is under
     common control with, such Person, and (b) with respect to any individual,
     any other individual who is related by blood, adoption or marriage or any
     trust of which such first-named individual is a settlor, trustee or
     beneficiary.  As used herein, the term 'control' means possession, directly
     or indirectly, of the power to direct or cause the direction of the
     management or policies of a Person, whether through the ownership of voting
     securities, by contract or otherwise.

          Agreement:  This Participation Rights Agreement, as the same may be
     amended from time to time.

          Common Stock:  As defined in the introductory paragraph of this
     Agreement.

          Common Stock Equivalents:   All options, rights or warrants to
     purchase shares of Common Stock, all securities convertible into or
     exchangeable for shares of  Common Stock, all shares of Common Stock into
     which shares of Common Stock of another class have been converted and all
     shares of stock or other securities of the Company into which Common Stock
     (or Common Stock Equivalents) have been converted.

                                       3

 
          Company:  As defined in the introductory paragraph of this Agreement.

          Fully Diluted Common Stock:   At any time, the then outstanding Common
     Stock plus (without duplication) all shares of Common Stock issuable,
     whether at such time or upon the passage of time or the occurrence of
     future events, upon the exercise, conversion or exchange of all then
     outstanding options, rights or warrants (including, without limitation, the
     Warrants) or securities convertible into or exchangeable for Common Stock.

          Participation Offer:   As defined in Section 2.1(a).

          Participation Offer Notice:   As defined in Section 2.1(a).

          Person:  A corporation, an association, a partnership, a limited
     liability company, a business, an individual, a governmental or political
     subdivision thereof or a governmental agency.

          Purchase Agreement:   As defined in Section 1.

          Purchaser:   As defined in the introductory paragraph of this
     Agreement.

          Required Holders:  Any holder or holders of 66__% (by number of shares
     of Common Stock issued or issuable) of the Warrants or of Common Stock
     issued upon the exercise of Warrants.

          Securities Act:   The Securities Act of 1933, as amended, or any
     successor statute thereto.

          Stockholders:   The parties to this Agreement who are record or
     beneficial owners of any shares of Common Stock.

          Subsidiary:  As defined in the Purchase Agreement.

          Tagalong Holder:  Any holder of (i) Warrants or (ii) Common Stock
     issued upon the exercise of Warrants.

          Transferor:   As defined in Section 2.1(a).

          Warrants:   As defined in Section 1.

     4.   Agreement.  A copy of this Agreement shall be filed with the permanent
records of the Company and shall be kept at all times at the principal place of
business of the Company.

                                       4

 
     5.   Further Assurances.   Each party agrees to do, or cause to be done,
such further acts and to execute and deliver, or to cause to be executed and
delivered, such further agreements, instruments, certificates and other
documents as may be necessary or appropriate to effectuate and carry out the
purposes of this Agreement.

     6.   Amendments and Waivers.  This Agreement may be amended and the
Stockholders and the Company may take any action herein prohibited or omit to
perform any act herein required to be performed, only if the prior written
consent of the Required Holders to such amendment, action or omission to act
shall have been obtained.

     7.   Notices. All notices or other communications provided for hereunder
shall be in writing and sent by first class mail or nationwide overnight
delivery service (with charges prepaid) and (a) if addressed to a Tagalong
Holder, addressed to such Tagalong Holder in the manner set forth in the
Purchase Agreement, or at such other address as such Tagalong Holder shall have
furnished to the other parties hereto in writing, (b) if addressed to the
Company, addressed to it at 5151 San Felipe, Suite 450, Houston, Texas 77056,
Attention: Chief Financial Officer, or at such other address, or to the
attention of such other officer, as the Company shall have furnished to the
other parties hereto in writing, or (c) if to any Stockholder or any other
Transferor (other than the Company), addressed to such Stockholder at its
address set forth in Schedule I hereto,  or at such other address as such party
shall have furnished to the other parties hereto in writing.

     8.   Assignment.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and assigns.  In
the event that a Stockholder transfers any Common Stock or Common Stock
Equivalents to an Affiliate (other than the Company), such Stockholder shall
cause such Affiliate to comply with the terms of this Agreement.  In addition,
and whether or not any express assignment shall have been made, the provisions
of this Agreement which are for the benefit of the Purchaser shall also be for
the benefit of and enforceable by any subsequent Tagalong Holder.

     9.   Descriptive Headings.  The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

     10.  Specific Performance.  The parties hereto recognize and agree that
money damages may be insufficient to compensate the Tagalong Holders for
breaches by the Company or the Stockholders of the terms hereof and,
consequently, that the equitable remedy of specific performance of the terms
hereof will be available in the event of any such breach.

     11.  Governing Law.  This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of  New York.

                                       5

 
     12.  Counterparts.  This Agreement may be executed simultaneously in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.

          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]

                                       6

 
          IN WITNESS WHEREOF, the parties have executed this Agreement, or
caused this Agreement to be executed and delivered by their respective officers
thereunto duly authorized, as of the date first above written.

                              BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.



                              By:
                                 ---------------------------------------
                                 Name:
                                 Title:



                              THE PRUDENTIAL INSURANCE COMPANY OF AMERICA



                              By:
                                 ---------------------------------------
                                 Name:
                                 Title:  Vice President



                              --------------------------------------- 
                              Larry H. Ramming



                              --------------------------------------- 
                              Raymond Henry



                              ---------------------------------------  
                              Brian Krause



                              ---------------------------------------  
                              Richard Hatteberg

 
                              --------------------------------------- 
                              Danny Clayton



                              ---------------------------------------  
                              Thomas L. Easley

 
                                                                      SCHEDULE I


                                  STOCKHOLDERS


Larry H. Ramming
 
 
 

Raymond Henry
 
 
 

Brian Krause
 
 
 

Richard Hatteberg
 
 
 

Danny Clayton
 
 
 

Thomas L. Easley