{"id":43863,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-boots-amp-amp-coots.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-boots-amp-amp-coots","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-boots-amp-amp-coots.html","title":{"rendered":"Registration Rights Agreement &#8211; Boots &#038; Coots International Well Control Inc. and The Prudential Insurance Co. of America"},"content":{"rendered":"<pre>\n                         REGISTRATION RIGHTS AGREEMENT\n\n\n\n     REGISTRATION RIGHTS AGREEMENT, dated as of July 23, 1998, between BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware corporation (the 'COMPANY'),\nand THE PRUDENTIAL INSURANCE COMPANY OF AMERICA (the 'PURCHASER').\n\n\n     1.  Background.  The Company and the Purchaser have entered into that\ncertain Subordinated Note and Warrant Purchase Agreement (the 'PURCHASE\nAGREEMENT'), dated as of the date hereof, pursuant to which the Company has\nagreed, among other things, to issue and sell its Common Stock Purchase Warrants\n(the 'WARRANTS'), evidencing rights to purchase an aggregate of 3,165,396\nshares(subject to adjustment as provided therein) of the Company's common stock,\npar value $0.00001 per share (the 'COMMON STOCK'). This agreement shall become\neffective upon the issuance of such Warrants.\n\n     2.  Registration under Securities Act, etc.\n\n     2.1.  Registration on Request.\n\n     (a) Request by Holders of Warrants or Registrable Securities.  At any time\nafter July 23, 2000, the Requisite Holders may request in writing that the\nCompany effect the registration under the Securities Act of the number of\nRegistrable Securities held by the Requisite Holders and specified in such\nrequest, provided, that such number shall constitute at least 33 1\/3% of the\naggregate number of Registrable Securities.  Such request shall specify the\nintended method of disposition thereof and whether or not such requested\nregistration is to be an underwritten offering. Promptly after receiving such\nrequest, the Company will give written notice of such requested registration to\nall other holders of Warrants or Registrable Securities and thereupon the\nCompany will use its best efforts to effect the registration under the\nSecurities Act of:\n\n               (i) the Registrable Securities which the Company has been so\n     requested to register by such holders, and\n\n               (ii) all other Registrable Securities which the Company has been\n     requested to register by such other holders of Warrants or Registrable\n     Securities by written request given to the Company within 30 days after the\n     giving of such written notice by the Company (which request shall specify\n     the intended method of disposition of such \n\n \n     Registrable Securities), all to the extent requisite to permit the\n     disposition (in accordance with the intended methods thereof as aforesaid)\n     of the Registrable Securities so to be registered.\n\nNotwithstanding the foregoing, if at the time of any request to register\nRegistrable Securities pursuant to this Section 2.1(a) the Company is engaged in\na registered public offering or is otherwise engaged in a merger or acquisition\nwhich, in the good faith determination of the Board of Directors of the Company,\nwould be materially adversely affected by the requested registration to the\nmaterial detriment of the Company, then the Company may at its option direct\nthat such request be delayed for a reasonable period not in excess of (x) 90\ndays from the effective date or termination of such offering or (y) 90 days from\nthe date of completion or termination of such merger or acquisition, as the case\nmay be, such right to delay a request to be exercised by the Company not more\nthan once during the period in which this Agreement is in effect; provided,\nhowever, that if the Company does not file or abandons its plan for a registered\noffering or merger or acquisition, then such request shall promptly proceed;\nprovided, further, that if the Company exercises its right to delay a request\nwithin the one-year period immediately preceding the expiration date of the\nWarrants, the Company, concurrently with the exercise of its right to delay such\nrequest, shall extend such expiration date by an additional two years.\n\n          (b) Registration of Other Securities.  Whenever the Company shall\neffect a registration pursuant to this Section 2.1 in connection with an\nunderwritten offering by one or more holders of Registrable Securities, no\nsecurities other than Registrable Securities shall be included among the\nsecurities covered by such registration unless (a) the managing underwriter of\nsuch offering shall have advised each holder of Registrable Securities to be\ncovered by such registration (and each holder of Warrants therefor) in writing\nthat the inclusion of such other securities would not adversely affect such\noffering or (b) the holders of all Registrable Securities to be covered by such\nregistration (and the holders of all Warrants therefor) shall have consented in\nwriting to the inclusion of such other securities.\n\n          (c) Registration Statement Form.  Registrations under this Section 2.1\nshall be on such appropriate registration form of the Commission (i) as shall be\nselected by the Company and as shall be reasonably acceptable to the Requisite\nHolders and (ii) as shall permit the disposition of such Registrable Securities\nin accordance with the intended method or methods of disposition specified in\ntheir request for such registration.  The Company agrees to include in any such\nregistration statement all information which holders of Registrable Securities\nbeing registered (or holders of Warrants therefor) shall reasonably request.\n\n          (d) Expenses.  The Company will pay all Registration Expenses in\nconnection with any registration requested pursuant to this Section 2.1.\n\n          (e) Effective Registration Statement.  A registration requested\npursuant to this Section 2.1 shall not be deemed to have been effected (i)\nunless a registration statement with respect \n\n                                       2\n\n \nthereto has become effective, (ii) if after it has become effective, such\nregistration is interfered with by any stop order, injunction or other order or\nrequirement of the Commission or other governmental agency or court for any\nreason, or (iii) if the conditions to closing specified in the purchase\nagreement or underwriting agreement entered into in connection with such\nregistration are not satisfied.\n\n          (f) Selection of Underwriters.  If a requested registration pursuant\nto this Section 2.1 involves an underwritten offering, the underwriter or\nunderwriters thereof shall be selected by the Company with the approval of the\nRequisite Holders.\n\n          (g) Priority in Requested Registrations.  If a requested registration\npursuant to this Section 2.1 involves an underwritten offering, and the managing\nunderwriter shall advise the Company in writing (with a copy to each holder of\nWarrants or Registrable Securities requesting registration) that, in its\nopinion, the number of securities requested to be included in such registration\nexceeds the number which can be sold in such offering within a price range\nacceptable to the Requisite Holders, the Company will include in such\nregistration to the extent of the number which the Company is so advised can be\nsold in such offering Registrable Securities requested to be included in such\nregistration, pro rata among the holders of Registrable Securities (or Warrants\ntherefor) requesting such registration on the basis of the percentage of such\nRegistrable Securities held by or issuable to such holders.  In connection with\nany registration as to which the provisions of this clause (g) apply, no\nsecurities other than Registrable Securities shall be covered by such\nregistrations, including, without limitation, securities that would otherwise be\nincludible under clause (b) of this Section 2.1.\n\n          The holders of Warrants or Registrable Securities shall be entitled to\nonly one requested registration pursuant to this Section 2.1.\n\n          2.2. Incidental Registration.\n\n          (a) Right to Include Registrable Securities.  If the Company at any\ntime proposes to register any of its securities under the Securities Act (other\nthan by a registration on Form S-4 or S-8 or any successor or similar form and\nother than pursuant to Section 2.1), whether or not for sale for its own\naccount, it will each such time give prompt written notice to all holders of\nWarrants or Registrable Securities of its intention to do so and of such\nholders' rights under this Section 2.2. Upon the written request of any such\nholder made within 30 days after the receipt of any such notice (which request\nshall specify the Registrable Securities intended to be disposed of by such\nholder and the intended method of disposition thereof), the Company will use its\nbest efforts to effect the registration under the Securities Act of all\nRegistrable Securities which the Company has been so requested to register by\nthe holders thereof, provided that if, at any time after giving written notice\nof its intention to register any securities and prior to the effective date of\nthe registration statement filed in connection with such registration, the\nCompany shall determine for any reason not to register or to delay registration\nof such securities, the Company may, at its election, give written notice of\n\n                                       3\n\n \nsuch determination to each holder of Warrants or Registrable Securities and,\nthereupon, (i) in the case of a determination not to register, shall be relieved\nof its obligation to register any Registrable Securities in connection with such\nregistration (but not from its obligation to pay the Registration Expenses in\nconnection therewith), without prejudice, however, to the rights of any holder\nor holders of Warrants or Registrable Securities entitled to do so to request\nthat such registration be effected as a registration under Section 2.1, and (ii)\nin the case of a determination to delay registering, shall be permitted to delay\nregistering any Registrable Securities, for the same period as the delay in\nregistering such other securities. No registration effected under this Section\n2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall\nrelieve the Company of its obligation to effect any registration upon request\nunder Section 2.1. The Company will pay all Registration Expenses in connection\nwith each registration of Registrable Securities requested pursuant to this\nSection 2.2.\n\n          (b) Priority in Incidental Registrations.  If (i) a registration\npursuant to this Section 2.2 involves an underwritten offering of the securities\nso being registered, whether or not for sale for the account of the Company, to\nbe distributed (on a firm commitment basis) by or through one or more\nunderwriters of recognized standing under underwriting terms appropriate for\nsuch a transaction, (ii) the Registrable Securities so requested to be\nregistered for sale are not also to be included in such underwritten offering\n(because the Company has not been requested so to include such Registrable\nSecurities pursuant to Section 2.4 (b), or if so requested, is not obligated to\ndo so under Section 2.4 (b)), and (iii) the managing underwriter of such\nunderwritten offering shall inform the Company and the holders of Warrants or\nRegistrable Securities requesting such registration by letter of its belief that\nthe number of securities requested to be included in such registration exceeds\nthe number which can be sold in (or during the time of) such offering, then the\nCompany may include all securities proposed by the Company to be sold for its\nown account and may decrease the number of Registrable Securities and other\nsecurities of the Company so proposed to be sold and so requested to be included\nin such registration (pro rata among the holders thereof on the basis of the\npercentage of the securities of the Company held by such holders) to the extent\nnecessary to reduce the number of securities to be included in the registration\nto the level recommended by the managing underwriter.\n\n          2.3. Registration Procedures.  If and whenever the Company is required\nto use its best efforts to effect the registration of any Registrable Securities\nunder the Securities Act as provided in Sections 2.1 and 2.2, the Company will\nas expeditiously as possible:\n\n          (i) prepare and (as soon thereafter as possible or in any event no\n     later than 60 days after the end of the period within which requests for\n     registration may be given to the Company) file with the Commission the\n     requisite registration statement to effect such registration and thereafter\n     use its best efforts to cause such registration statement to become\n     effective, provided that the Company may discontinue any registration of\n     its securities which are not Registrable Securities (and, under the\n     circumstances specified in Section 2.2(a), its securities which are\n     Registrable Securities) at any time prior to the effective date of the\n     registration statement relating thereto;\n\n                                       4\n\n \n          (ii) prepare and file with the Commission such amendments and\n     supplements to such registration statement and the prospectus used in\n     connection therewith as may be necessary to keep such registration\n     statement effective and to comply with the provisions of the Securities Act\n     with respect to the disposition of all securities covered by such\n     registration statement until such time as all of such securities have been\n     disposed of in accordance with the intended methods of disposition by the\n     seller or sellers thereof set forth in such registration statement;\n\n          (iii)  furnish to each seller of Registrable Securities covered by\n     such registration statement such number of conformed copies of such\n     registration statement and of each such amendment and supplement thereto\n     (in each case including all exhibits), such number of copies of the\n     prospectus contained in such registration statement (including each\n     preliminary prospectus and any summary prospectus) and any other prospectus\n     filed under Rule 424 under the Securities Act, in conformity with the\n     requirements of the Securities Act, and such other documents, as such\n     seller may reasonably request;\n\n          (iv) use its best efforts to register or qualify all Registrable\n     Securities and other securities covered by such registration statement\n     under such other securities or blue sky laws of such jurisdictions as each\n     seller thereof shall reasonably request, to keep such registration or\n     qualification in effect for so long as such registration statement remains\n     in effect, and take any other action which may be reasonably necessary or\n     advisable to enable such seller to consummate the disposition in such\n     jurisdictions of the securities owned by such seller, except that the\n     Company shall not for any such purpose be required to qualify generally to\n     do business as a foreign corporation in any jurisdiction wherein it would\n     not but for the requirements of this subdivision (iv) be obligated to be so\n     qualified or to consent to general service of process in any such\n     jurisdiction;\n\n          (v) use its best efforts to cause all Registrable Securities covered\n     by such registration statement to be registered with or approved by such\n     other governmental agencies or authorities as may be necessary to enable\n     the seller or sellers thereof to consummate the disposition of such\n     Registrable Securities;\n\n          (vi) furnish to each seller of Registrable Securities and each\n     Requesting Holder a signed counterpart, addressed to such seller and such\n     Requesting Holder (and underwriters, if any) of:\n\n          (x) an opinion of counsel for the Company, dated the effective date of\n          such registration statement (and, if such registration includes an\n          underwritten public offering, dated the date of the closing under the\n          underwriting agreement), reasonably satisfactory in form and substance\n          to such seller, and\n\n                                       5\n\n \n          (y) a 'cold comfort' letter, dated the effective date of such\n          registration statement (and, if such registration includes an\n          underwritten public offering, dated the date of the closing under the\n          underwriting agreement), signed by the independent public accountants\n          who have certified the Company's financial statements included in such\n          registration statement,\n\n     covering substantially the same matters with respect to such registration\n     statement (and the prospectus included therein) and, in the case of the\n     accountants' letter, with respect to events subsequent to the date of such\n     financial statements, as are customarily covered in opinions of issuer's\n     counsel and in accountants' letters delivered to the underwriters in\n     underwritten public offerings of securities and, in the case of the\n     accountants' letter, such other financial matters, and, in the case of the\n     legal opinion, such other legal matters, as such seller or such Requesting\n     Holder, if any, may reasonably request;\n\n          (vii)  notify each seller of Registrable Securities covered by such\n     registration statement and each Requesting Holder, at any time when a\n     prospectus relating thereto is required to be delivered under the\n     Securities Act, upon discovery that, or upon the happening of any event as\n     a result of which, the prospectus included in such registration statement,\n     as then in effect, includes an untrue statement of a material fact or omits\n     to state any material fact required to be stated therein or necessary to\n     make the statements therein not misleading in the light of the\n     circumstances under which they were made, and at the request of any such\n     seller or Requesting Holder promptly prepare and furnish to such seller or\n     Requesting Holder a reasonable number of copies of a supplement to or an\n     amendment of such prospectus as may be necessary so that, as thereafter\n     delivered to the purchasers of such securities, such prospectus shall not\n     include an untrue statement of a material fact or omit to state a material\n     fact required to be stated therein or necessary to make the statements\n     therein not misleading in the light of the circumstances under which they\n     were made;\n\n          (viii)  otherwise use its best efforts to comply with all applicable\n     rules and regulations of the Commission, and make available to its security\n     holders, as soon as reasonably practicable, an earnings statement covering\n     the period of at least twelve months, but not more than eighteen months,\n     beginning with the first full calendar month after the effective date of\n     such registration statement, which earnings statement shall satisfy the\n     provisions of Section 11(a) of the Securities Act, and will furnish to each\n     such seller at least five business days prior to the filing thereof a copy\n     of any amendment or supplement to such registration statement or prospectus\n     and shall not file any thereof to which any such seller shall have\n     reasonably objected on the grounds that such amendment or supplement does\n     not comply in all material respects with the requirements of the Securities\n     Act or of the rules or regulations thereunder;\n\n          (ix) provide and cause to be maintained a transfer agent and registrar\n     for all Registrable Securities covered by such registration statement from\n     and after a date not later than the effective date of such registration\n     statement;\n\n                                       6\n\n \n          (x) use its best efforts to cause all Registrable Securities covered\n     by such registration statement to be listed on any securities exchange on\n     which any of the Registrable Securities are then listed or to be quoted by\n     the Nasdaq National Market (or any successor thereto or any comparable\n     system) on which any of the Registrable Securities are then quoted; and\n\n          (xi) enter into such agreements and take such other actions as the\n     Requisite Holders shall reasonably request in order to expedite or\n     facilitate the disposition of such Registrable Securities.\n\nThe Company may require each seller of Registrable Securities as to which any\nregistration is being effected to furnish the Company such information regarding\nsuch seller and the distribution of such securities as the Company may from time\nto time reasonably request in writing.\n\n     Each holder of Registrable Securities agrees by acquisition of such\nRegistrable Securities that upon receipt of any notice from the Company of the\nhappening of any event of the kind described in the subdivision (vii) of this\nSection 2.3, such holder will forthwith discontinue such holder's disposition of\nRegistrable Securities pursuant to the registration statement relating to such\nRegistrable Securities until such holder's receipt of the copies of the\nsupplemented or amended prospectus contemplated by subdivision (vii) of this\nSection 2.3.\n\n     2.4  Underwritten Offerings.\n\n          (a) Requested Underwritten Offerings.  If requested by the\nunderwriters for any underwritten offering of Registrable Securities pursuant to\na registration requested under Section 2.1, the Company will enter into an\nunderwriting agreement with such underwriters for such offering, such agreement\nto be satisfactory in substance and form to each holder of such Registrable\nSecurities (or Warrants therefor), the Company and the underwriters and to\ncontain such representations and warranties by the Company and such other terms\nas are generally prevailing in agreements of this type, including, without\nlimitation, indemnities to the effect and to the extent provided in Section 2.7.\nThe holders of Registrable Securities to be distributed by such underwriters\nshall be parties to such underwriting agreement and may, at their option,\nrequire that any or all of the representations and warranties by, and the other\nagreements on the part of, the Company to and for the benefit of such\nunderwriters shall also be made to and for the benefit of such holders of\nRegistrable Securities and that any or all of the conditions precedent to the\nobligations of such underwriters under such underwriting agreement be conditions\nprecedent to the obligations of such holders of Registrable Securities.  Any\nsuch holder of Registrable Securities shall not be required to make any\nrepresentations or warranties to or agreements with the Company or the\nunderwriters other than representations, warranties or agreements regarding such\nholder, such holder's Registrable Securities and such holder's intended method\nof distribution and any other representation required by law.\n\n                                       7\n\n \n          (b) Incidental Underwritten Offerings.  If the Company at any time\nproposes to register any of its securities under the Securities Act as\ncontemplated by Section 2.2 and such securities are to be distributed by or\nthrough one or more underwriters, the Company will, if requested by any holder\nof Warrants or Registrable Securities as provided in Section 2.2 and subject to\nthe provisions of Section 2.2(b), arrange for such underwriters to include all\nthe Registrable Securities to be offered and sold by such holder among the\nsecurities to be distributed by such underwriters.  The holders of Registrable\nSecurities to be distributed by such underwriters shall be parties to the\nunderwriting agreement between the Company and such underwriters and may, at\ntheir option, require that any or all of the representations and warranties by,\nand the other agreements on the part of, the Company to and for the benefit of\nsuch underwriters shall also be made to and for the benefit of such holders of\nRegistrable Securities and that any or all of the conditions precedent to the\nobligations of such underwriters under such underwriting agreement be conditions\nprecedent to the obligations of such holders of Registrable Securities. Any such\nholder of Registrable Securities shall not be required to make any\nrepresentations or warranties to or agreements with the Company or the\nunderwriters other than representations, warranties or agreements regarding such\nholder, such holder's Registrable Securities and such holder's intended method\nof distribution and any other representation required by law.\n\n          2.5. Preparation; Reasonable Investigation.  In connection with the\npreparation and filing of each registration statement under the Securities Act\npursuant to this Agreement, the Company will give the holders of Registrable\nSecurities registered under such registration statement (or the holders of\nWarrants therefor), their underwriters, if any, and their respective counsel and\naccountants, the opportunity to participate in the preparation of such\nregistration statement, each prospectus included therein or filed with the\nCommission, and each amendment thereof or supplement thereto, and will give each\nof them such access to its books and records and such opportunities to discuss\nthe business of the Company with its officers and the independent public\naccountants who have certified its financial statements as shall be necessary,\nin the opinion of such holders' and such underwriters' respective counsel, to\nconduct a reasonable investigation within the meaning of the Securities Act.\n\n          2.6. Rights of Requesting Holders.  The Company will not file any\nregistration statement (other than on Form S-4 or S-8 or any successor or\nsimilar form) under the Securities Act, unless it shall first have given to all\nholders of Warrants or Registrable Securities at least 30 days prior written\nnotice thereof and, if so requested by the Requisite Holders in connection with\na registration of Registrable Securities under the Securities Act in a\ntransaction subject to Section 2.1 or 2.2, shall have consulted with such\nholders concerning the selection of underwriters, counsel and independent\naccountants for the Company for such offering and registration, provided, that\nafter such consultation, in the case of a transaction subject to Section 2.2,\nthe decision of the Company shall be conclusive.  If a holder or holders of\nRegistrable Securities shall so request within 30 days after such notice, each\nof them shall be a 'REQUESTING HOLDER' hereunder and shall have, in addition to\nall other rights it may have under this Agreement and otherwise under applicable\nlaw, the rights of a Requesting Holder provided in this section 2.6 and in\nsections 2.3, 2.5 and 2.7.  The Company \n\n                                       8\n\n \nfurther covenants that a Requesting Holder shall have the right to participate\nin the preparation of any such registration or comparable statement and to\nrequest the insertion therein of material furnished to the Company in writing,\nwhich in such Requesting Holder's judgment should be included. In addition, if\nany such registration statement refers to any Requesting Holder by name or\notherwise as the holder of any securities of the Company, then such Requesting\nHolder shall have the right to require (a) the insertion therein of language, in\nform and substance satisfactory to such Requesting Holder, to the effect that\nthe holding by such Requesting Holder of such securities does not necessarily\nmake such Requesting Holder a 'controlling person' of the Company within the\nmeaning of the Securities Act and is not to be construed as a recommendation by\nsuch Requesting Holder of the investment quality of the Company's debt or equity\nsecurities covered thereby and that such holding does not imply that such\nRequesting Holder will assist in meeting any future financial requirements of\nthe Company, or (b) in the event that such reference to such Requesting Holder\nby name or otherwise is not required by the Securities Act or any rules and\nregulations promulgated thereunder, the deletion of the reference to such\nRequesting Holder.\n\n          2.7. Indemnification.\n\n          (a) Indemnification by the Company.  In the event of any registration\nof any securities of the Company under the Securities Act, the Company will, and\nhereby does, (i) in the case of any registration statement filed pursuant to\nSection 2.1 or 2.2 indemnify and hold harmless the seller of any Registrable\nSecurities covered by such registration statement, its directors and officers,\neach other Person who participates as an underwriter in the offering or sale of\nsuch securities and each other Person, if any, who controls such seller or any\nsuch underwriter within the meaning of the Securities Act, and (ii) in the case\nof any registration statement of the Company, indemnify and hold harmless any\nRequesting Holder, its directors and officers and each other Person, if any, who\ncontrols such Requesting Holder within the meaning of the Securities Act, in\neach case against any losses, claims, damages or liabilities, joint or several,\nto which such seller or Requesting Holder or any such director or officer or\nunderwriter or controlling person may become subject under the Securities Act or\notherwise, insofar as such losses, claims, damages or liabilities (or actions or\nproceedings, whether commenced or threatened, in respect thereof) arise out of\nor are based upon any untrue statement or alleged untrue statement of any\nmaterial fact contained in any registration statement under which such\nsecurities were registered under the Securities Act, any preliminary prospectus,\nfinal prospectus or summary prospectus contained therein, or any amendment or\nsupplement thereto, or any omission or alleged omission to state therein a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, or any other noncompliance or alleged noncompliance with\nthe Securities Act or the applicable underwriting agreement, and the Company\nwill reimburse such seller, such Requesting Holder and each such director,\nofficer, underwriter and controlling person for any legal or any other expenses\nreasonably incurred by them in connection with investigating or defending any\nsuch loss, claim, liability, action or proceeding; provided that the Company\nshall not be liable in any such case to the extent that any such loss, claim,\ndamage, liability (or action or proceeding in respect thereof) or expense arises\nout of or is based upon an untrue statement or alleged untrue statement or\nomission \n\n                                       9\n\n \nor alleged omission made in such registration statement, any such preliminary\nprospectus, final prospectus, summary prospectus, amendment or supplement in\nreliance upon and in conformity with written information furnished to the\nCompany through an instrument duly executed by such seller or Requesting Holder,\nas the case may be, specifically stating that it is for use in the preparation\nthereof and, provided further that the Company shall not be liable to any Person\nwho participates as an underwriter, in the offering or sale of Registrable\nSecurities or any other Person, if any, who controls such underwriter within the\nmeaning of the Securities Act, in any such case to the extent that any such\nloss, claim, damage, liability (or action or proceeding in respect thereof) or\nexpense arises out of such Person's failure to send or give a copy of the final\nprospectus, as the same may be then supplemented or amended, to the Person\nasserting an untrue statement or alleged untrue statement or omission or alleged\nomission at or prior to the written confirmation of the sale of Registrable\nSecurities to such Person if such statement or omission was corrected in such\nfinal prospectus. Such indemnity shall remain in full force and effect\nregardless of any investigation made by or on behalf of such seller or any such\ndirector, officer, underwriter or controlling person and shall survive the\ntransfer of such securities by such seller.\n\n          (b) Indemnification by the Sellers.  The Company may require, as a\ncondition to including any Registrable Securities in any registration statement\nfiled pursuant to Section 2.3, that the Company shall have received an\nundertaking satisfactory to it from the prospective seller of such securities,\nto indemnify and hold harmless (in the same manner and to the same extent as set\nforth in subdivision (a) of this Section 2.7) the Company, each director of the\nCompany, each officer of the Company and each other Person, if any, who controls\nthe Company within the meaning of the Securities Act, with respect to any\nstatement or alleged statement in or omission or alleged omission from such\nregistration statement, any preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto, if such\nstatement or alleged statement or omission or alleged omission was made in\nreliance upon and in conformity with written information furnished to the\nCompany through an instrument duly executed by such seller specifically stating\nthat it is for use in the preparation of such registration statement,\npreliminary prospectus, final prospectus, summary prospectus, amendment or\nsupplement.  Such indemnity shall remain in full force and effect, regardless of\nany investigation made by or on behalf of the Company or any such director,\nofficer or controlling Person and shall survive the transfer of such securities\nby such seller.\n\n          (c) Notices of Claims, etc.  Promptly after receipt by an indemnified\nparty of notice of the commencement of any action or proceeding involving a\nclaim referred to in the preceding subdivisions of this Section 2.7, such\nindemnified party will, if a claim in respect thereof is to be made against an\nindemnifying party, give written notice to the latter of the commencement of\nsuch action, provided that the failure of any indemnified party to give notice\nas provided herein shall not relieve the indemnifying party of its obligations\nunder the preceding subdivisions of this Section 2.7, except to the extent that\nthe indemnifying party is actually prejudiced by such failure to give notice.\nIn case any such action is brought against an indemnified party, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\nindemnified and \n\n                                       10\n\n \nindemnifying parties may exist in respect of such claim, the indemnifying party\nshall be entitled to participate in and to assume the defense thereof, jointly\nwith any other indemnifying party similarly notified to the extent that it may\nwish, with counsel reasonably satisfactory to such indemnified party, and after\nnotice from the indemnifying party to such indemnified party of its election so\nto assume the defense thereof, the indemnifying party shall not be liable to\nsuch indemnified party for any legal or other expenses subsequently incurred by\nthe latter in connection with the defense thereof other than reasonable costs of\ninvestigation. No indemnifying party shall, without the consent of the\nindemnified party, consent to entry of any judgment or enter into any settlement\nwhich does not include as an unconditional term thereof the giving by the\nclaimant or plaintiff to such indemnified party of a release from all liability\nin respect to such claim or litigation.\n\n          (d) Other Indemnification.  Indemnification similar to that specified\nin the preceding subdivisions of this Section 2.7 (with appropriate\nmodifications) shall be given by the Company and each seller of Registrable\nSecurities with respect to any required registration or other qualification of\nsecurities under any Federal or state law or regulation of any governmental\nauthority other than the Securities Act.\n\n          (e) Indemnification Payments.  The indemnification required by this\nSection 2.7 shall be made by periodic payments of the amount thereof during the\ncourse of the investigation or defense as and when bills are received or\nexpense, loss, damage or liability is incurred.\n\n          2.8. Adjustments Affecting Registrable Securities.  The Company will\nnot effect or permit to occur any combination or subdivision of shares which\nwould adversely affect the ability of the holders of Registrable Securities or\nWarrants therefor to include such Registrable Securities in any registration of\nits securities contemplated by this Section 2 or the marketability of such\nRegistrable Securities under any such registration.\n\n          2.9. Delay in Effectiveness of Registration Statement.\nNotwithstanding anything to the contrary contained in this Agreement, the\nCompany shall be permitted to delay the effectiveness of any registration\nstatement filed pursuant hereto for a period of 180 days after the effective\ndate of any registration statement filed by the Company in which Main Street\nMerchant Partners II, L.P., or Geneva Associates, L.L.C., included shares of\nCommon Stock.\n\n     3.   Definitions.   As used herein, unless the context otherwise requires,\nthe following terms have the following respective meanings:\n\n          Commission:  The Securities and Exchange Commission or any other\n     Federal agency at the time administering the Securities Act.\n\n          Common Stock:  As defined in Section 1.\n \n          Company:  As defined in the introductory paragraph of this Agreement.\n\n                                       11\n\n \n          Exchange Act:  The Securities Exchange Act of 1934, or any similar\n     Federal statute, and the rules and regulations of the Commission\n     thereunder, all as the same shall be in effect at the time.  Reference to a\n     particular section of the Securities Exchange Act of 1934 shall include a\n     reference to the comparable section, if any, of any such similar Federal\n     statute.\n\n          Person:   An individual, a partnership, an association, a joint\n     venture, a corporation, a trust, a limited liability company, an\n     unincorporated organization and a government or any department or agency\n     thereof.\n\n          Purchase Agreement:   As defined in Section 1.\n\n          Purchaser:   As defined in the introductory paragraph of this\n     Agreement.\n\n          Registrable Securities:  (a) Any shares of Common Stock issued or\n     issuable upon exercise of any of the Warrants and (b) any securities issued\n     or issuable with respect to any such Common Stock by way of stock dividend\n     or stock split or in connection with a combination of shares,\n     recapitalization, merger, consolidation or other reorganization or\n     otherwise.  As to any particular Registrable Securities, once issued such\n     securities shall cease to be Registrable Securities when (a) a registration\n     statement with respect to the sale of such securities shall have become\n     effective under the Securities Act and such securities shall have been\n     disposed of in accordance with such registration statement, (b) they shall\n     have been distributed to the public pursuant to Rule 144 (or any successor\n     provision) under the Securities Act, (c) they shall have been otherwise\n     transferred, new certificates for them not bearing a legend restricting\n     further transfer shall have been delivered by the Company and subsequent\n     disposition of them shall not require registration or qualification of them\n     under the Securities Act or any similar state law then in force, or (d)\n     they shall have ceased to be outstanding.\n\n          Registration Expenses:  All expenses incident to the Company's\n     performance of or compliance with Section 2, including, without limitation,\n     all registration, filing and National Association of Securities Dealers\n     fees, all fees and expenses of complying with securities or blue sky laws,\n     all word processing, duplicating and printing expenses, messenger and\n     delivery expenses, the fees and disbursements of counsel for the Company\n     and of its independent public accountants, including the expenses of any\n     special audits or 'cold comfort' letters required by or incident to such\n     performance and compliance, the fees and disbursements incurred by the\n     holders of Registrable Securities to be registered and the holders of\n     Warrants therefor (including the fees and disbursements of any single firm\n     of legal counsel retained by the Requisite Holders), premiums and other\n     costs of policies of insurance (if any such insurance is required in the\n     underwriter of such offering) against liabilities arising out of the public\n     offering of the Registrable Securities being registered and any fees \n\n                                       12\n\n \n     and disbursements of underwriters customarily paid by issuers or sellers of\n     securities, but excluding underwriting discounts and commissions and\n     transfer taxes, if any.\n\n          Requesting Holder:  As defined in Section 2.6.\n\n          Requisite Holders:  Any holder or holders of at least 50.1% (by number\n     of shares) of all Registrable Securities or of Warrants for at least 50.1%\n     (by number of shares) of all Registrable Securities.\n\n          Securities Act:  The Securities Act of 1933, or any similar Federal\n     statute, and the rules and regulations of the Commission thereunder, all as\n     of the same shall be in effect at the time.  References to a particular\n     section of the Securities Act of 1933 shall include a reference to the\n     comparable section, if any, of any such similar Federal statute.\n\n     4.   Rule 144:  If the Company shall have filed a registration statement\npursuant to the requirements of Section 12 of the Exchange Act or a registration\nstatement pursuant to the requirements of the Securities Act, the Company will\nfile the reports required to be filed by it under the Securities Act and the\nExchange Act and the rules and regulations adopted by the Commission thereunder\n(or, if the Company is not required to file such reports, will, upon the request\nof any holder of Warrants or Registrable Securities, make publicly available\nother information) and will take such further action as any holder of Warrants\nor Registrable Securities may reasonably request, all to the extent required\nfrom time to time to enable such holder to sell Registrable Securities without\nregistration under the Securities Act within the limitation of the exemptions\nprovided by (a) Rule 144 under the Securities Act, as such Rule may be amended\nfrom time to time or (b) any similar rule or regulation hereafter adopted by the\nCommission.  Upon the request of any holder of Warrants or Registrable\nSecurities, the Company will deliver to such holder a written statement as to\nwhether it has complied with such requirements.\n\n     5.   Amendments and Waivers.  This Agreement may be amended and the Company\nmay take any action herein prohibited or omit to perform any act herein required\nto be performed by it, only if the Company shall have obtained the written\nconsent to such amendment, action or omission to act, of the Requisite Holders.\nEach holder of any Warrants or Registrable Securities at the time or thereafter\noutstanding shall be bound by any consent authorized by this Section 5, whether\nor not such Warrants or Registrable Securities shall have been marked to\nindicate such consent.\n\n     6.   Nominees for Beneficial Owners.  In the event that any Registrable\nSecurities are held by a nominee for the beneficial owner thereof, the\nbeneficial owner thereof may, at its election, be treated as the holder of such\nWarrants or Registrable Securities for purposes of any request or other action\nby any holder or holders of Warrants or Registrable Securities pursuant to this\nAgreement or any determination of any number or percentage of shares of Warrants\nor Registrable Securities held by any holder or holders of Warrants or\nRegistrable Securities contemplated by this Agreement.  No such election to be\ntreated as the holder of Warrants or Registrable Securities for \n\n                                       13\n\n \nany purpose shall be binding upon the Company until the Company has received\nassurances reasonably satisfactory to it of such owner's beneficial ownership of\nsuch Warrants or Registrable Securities.\n\n     7.   Notices. All notices or other communications provided for hereunder\nshall be in writing and sent by first class mail or nationwide overnight\ndelivery service (with charges prepaid) and  (a) if addressed to a party other\nthan the Company, addressed to such party in the manner set forth in the\nPurchase Agreement, or at such other address as such party shall have furnished\nto the Company in writing, or (b) if addressed to the Company, at 5151 San\nFelipe, Suite 450, Houston, Texas 77056, Attention: Chief Financial Officer, or\nat such other address, or to the attention of such other officer, as the Company\nshall have furnished to each holder of Warrants or Registrable Securities at the\ntime outstanding.\n\n     8.   Assignment.  This Agreement shall be binding upon and inure to the\nbenefit of and be enforceable by the parties hereto and their respective\nsuccessors and assigns. In addition, and whether or not any express assignment\nshall have been made, the provisions of this Agreement which are for the benefit\nof the parties hereto other than the Company shall also be for the benefit of\nand enforceable by any subsequent holder of any Warrants or Registrable\nSecurities, subject to the provisions respecting the minimum numbers or\npercentages of shares of Warrants or Registrable Securities required in order to\nbe entitled to certain rights, or take certain actions contained herein.\n\n     9.   Descriptive Headings.  The descriptive headings of the several\nsections and paragraphs of this Agreement are inserted for reference only and\nshall not limit or otherwise affect the meaning hereof.\n\n     10.  Specific Performance.  The parties hereto recognize and agree that\nmoney damages may be insufficient to compensate the holders of any Warrants or\nRegistrable Securities for breaches by the Company of the terms hereof and,\nconsequently, that the equitable remedy of specific performance of the terms\nhereof will be available in the event of any such breach.\n\n     11.  Governing Law.  This Agreement shall be construed and enforced in\naccordance with, and the rights of the parties shall be governed by, the laws of\nthe State of  New York.\n\n     12.  Counterparts.  This Agreement may be executed simultaneously in any\nnumber of counterparts, each of which shall be deemed an original, but all such\ncounterparts shall together constitute one and the same instrument.\n\n[Remainder of Page Intentionally Left Blank; Signature Page Follows]\n\n                                       14\n\n \n          IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted and delivered by their respective officers thereunto duly authorized as\nof the date first above written.\n\n                              BOOTS &amp; COOTS INTERNATIONAL WELL\n                              CONTROL, INC.\n\n\n                              By:\n                                 --------------------------------------\n                                 Name:\n                                 Title:\n\n\n                              THE PRUDENTIAL INSURANCE COMPANY\n                              OF AMERICA\n\n\n\n                              By:\n                                 --------------------------------------\n                                 Title: Vice President\n\n                                       15\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924,8598],"corporate_contracts_industries":[9445,9413],"corporate_contracts_types":[9632,9629],"class_list":["post-43863","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_companies-prudential-financial-inc","corporate_contracts_industries-insurance__life","corporate_contracts_industries-energy__services","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43863","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43863"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43863"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43863"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43863"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}