{"id":43880,"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-main-street-merchant-partners-ii.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-main-street-merchant-partners-ii","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-main-street-merchant-partners-ii.html","title":{"rendered":"Registration Rights Agreement &#8211; Main Street Merchant Partners II LP and Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>\n                FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT\n\n\n     THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the 'Amendment')\ndated as of March ___, 1998, is by and between Main Street Merchant Partners II,\nL.P., a Delaware limited partnership ('Investor'), and Boots &amp; Coots\nInternational Well Control, Inc., a Delaware corporation (the 'Company').\n\n                                R E C I T A L S:\n\n     WHEREAS, Investor purchased certain Notes of the Company in connection with\nthe purchase by IWC Services, Inc. of the issued and outstanding stock of ITS\nSupply Corporation pursuant to that certain Note Purchase Agreement dated as of\nJanuary 2, 1998 (the 'Note Purchase Agreement'), by and between the Company,\nInvestor and Geneva Associates, L.L.C.;\n\n     WHEREAS, Investor is willing to invest certain additional funds in the\nCompany pursuant to the terms and conditions of that certain First Amendment to\nNote Purchase Agreement dated as of March ___, 1998 (the 'Note Purchase\nAgreement Amendment');\n\n     WHEREAS, it is a material inducement and a precondition to the entering\ninto of the Note Purchase Agreement Amendment that the Company enter into this\namendment of that certain Registration Rights Agreement dated as of January 2,\n1998, by and between Investor and the Company (the 'Registration Rights\nAgreement') entered into in connection with the Note Purchase Agreement;\n\n     NOW, THEREFORE, in consideration of the terms and conditions contained\nherein, the parties hereto, intending to be legally bound hereby, agree as\nfollows:\n\n     Section 1.1  Amendments to Registration Rights Agreement.\n\n     (a) Section 1.4 of the Registration Rights Agreement (Registrable\nSecurities) is hereby amended and restated in its entirety as follows:\n\n          ' For the purposes of this Section 1, the term 'Registrable\nSecurities' shall mean any shares of voting Common Stock issuable to a Holder\nupon exercise of any of its Warrants (issued pursuant to the terms of the Note\nPurchase Agreement as amended from time to time), any shares of Common Stock\nissued to a Holder as a dividend on any of its Warrant Shares (as defined in the\nWarrants), and any other shares of Common Stock distributable on, with respect\nto, or in substitution for such Registrable Securities, including those which\nhave been transferred as permitted under this Agreement, except for those that\nhave been sold or transferred pursuant to an effective registration statement or\npursuant to Rule 144 under the Securities Act.'\n\n \n     (b) Subsection 1.6(b) of the Registration Rights Agreement\n(Indemnification) is hereby amended by adding the phrase ', severally and not\njointly,' after the word 'Holder' in the first line thereof.\n\n     (c) Article II of the Registration Rights Agreement is hereby amended by\nadding the following sentence at the end thereof: 'This obligation of the\nCompany shall survive any registration of the Registrable Securities pursuant to\nthe terms hereof.'\n\n     Section 1.2  Parties.  This Amendment shall be binding upon and inure to\nthe benefit of the successors and permitted assigns of the Company and Investor.\n\n     Section 1.3  Entire Agreement; Conflict of Terms.  The Agreement, as\namended by this Amendment, constitutes the entire agreement of the parties with\nrespect to the subject matter hereof and may not be modified or supplemented by\nany prior or contemporaneous oral understanding.\n\n     Section 1.4  Governing Law; Jurisdiction; Venue; Waiver of Jury Trial and\nService of Process.  THIS AMENDMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE\nSTATE OF TEXAS AND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE\nPARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES\nAPPLICABLE THERETO AND THE INTERNAL LAWS OF THE STATE OF TEXAS, APPLICABLE TO\nAGREEMENTS EXECUTED, DELIVERED AND PERFORMED WITHIN SUCH STATE, AND THE COMPANY\nHEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT\nALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AT\nITS ADDRESS SET FORTH IN THE AGREEMENT.  THE COMPANY WAIVES TRIAL BY JURY, ANY\nOBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY\nACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR\nEQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.  NOTHING IN THIS SECTION\nSHALL AFFECT THE RIGHT OF INVESTOR TO SERVE LEGAL PROCESS IN ANY OTHER MANNER\nPERMITTED BY LAW OR AFFECT THE RIGHT OF INVESTOR TO BRING ANY ACTION OR\nPROCEEDING AGAINST COMPANY, ANY OF ITS SUBSIDIARIES AND\/OR THEIR RESPECTIVE\nPROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHERE SUCH PARTY MAINTAINS\nOFFICES OR HAS PROPERTY.\n\n     Section 1.5  Section Titles.  The section titles contained in this\nAmendment are and shall be without substantive meaning or content of any kind\nwhatsoever and are not a part of the agreement between the parties hereto.\n\n     Section 1.6  Counterparts.  This Amendment may be executed in a number of\nidentical counterparts, each of which, for all purposes, is to be deemed an\noriginal, and all of which collectively constitute one agreement, but in making\nproof of this Amendment, it shall not be necessary to produce or account for\nmore than one such counterpart.  A facsimile or photocopy \n\n                                      -2-\n\n \nof an executed counterpart of this Amendment shall be sufficient to bind the\nparty or parties whose signature(s) appear thereon.\n\n     Section 1.74  Legal Compliance.  The parties acknowledge that the\nRegistration Rights Agreement, as amended by this Amendment, and the Warrants\nissued to Investor are being given as part of a 'Qualified Commercial Loan'\npursuant to Vernon's Texas Civil Statutes, Article 5069 - Chapter 1.H, and as\nsuch the Warrants and rights under the Registration Rights Agreement  will not\nconstitute 'interest' for any purpose, including under the Note Purchase\nAgreement, as amended by the Note Purchase Agreement Amendment.\n\n                                      -3-\n\n \n     IN WITNESS WHEREOF, this First Amendment to Registration Rights Agreement\nhas been duly executed and delivered as of the day and year specified at the\nbeginning hereof.\n\n\n                           MAIN STREET MERCHANT PARTNERS II, L.P.\n\n\n                           By: ____________________________________\n                           Name: Vince D. Foster\n                           Title:    Managing Director\n\n\n                           BOOTS &amp; COOTS INTERNATIONAL WELL\n                           CONTROL, INC.\n\n\n                           By:____________________________________\n                           Name: Larry H. Ramming\n                           Title:   Chairman of the Board and Chief Executive\n                                  Officer\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9632,9629],"class_list":["post-43880","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","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\/43880","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=43880"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43880"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43880"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43880"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}