{"id":43881,"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-ii2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-main-street-merchant-partners-ii2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-main-street-merchant-partners-ii2.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                         REGISTRATION RIGHTS AGREEMENT\n\n\n     THIS REGISTRATION RIGHTS AGREEMENT (the 'Agreement') dated as of January 2,\n1998, is by and between Main Street Merchant Partners II, L.P., a Delaware\nlimited partnership ('Investor'), and Boots &amp; Coots International Well Control,\nInc., a Delaware corporation (the 'Company').\n\n                                R E C I T A L S:\n\n     WHEREAS, the Company has requested that Investor purchase certain Notes of\nthe Company in connection with the purchase by IWC Services, Inc. of the issued\nand outstanding stock of ITS Supply Corporation.\n\n     WHEREAS, Investor is willing to purchase certain Notes upon the terms and\nconditions of that certain Note Purchase Agreement dated of even date herewith\n(the 'Note Purchase Agreement'), by and between the Company and Investor, and\nsubject to the representations, warranties, covenants and agreements set forth\nherein and therein:\n\n     WHEREAS, it is a material inducement and a precondition to the entering\ninto of the Note Purchase Agreement by Investor that the Company enter into this\nAgreement;\n\n     NOW, THEREFORE, in consideration of the terms and conditions contained\nherein and of the purchase of Notes by Investor, the parties hereto, intending\nto be legally bound hereby, agree as follows:\n\n                                   ARTICLE I\n\n                              REGISTRATION RIGHTS\n\n     Section 1.1  Requested Registration.\n\n     (a)  If, at any time, the Company shall receive from Investor a written\nrequest that the Company effect a registration under the Securities Act for the\nsale of at least 25% of the Registrable Securities (as defined below) held or\nobtainable by all of the Holders, the Company shall:\n\n     (i) within ten (10) days after receipt of such written request, give\nwritten notice of the proposed registration to all other Holders (if any); and\n\n     (ii) as soon as practicable use its best efforts to register (including,\nwithout limitation, the execution of an undertaking to file post-effective\namendments and any other governmental requirements) all Registrable Securities\nwhich a Holder requests to be registered and all Registrable Securities which\nany other Holder requests to be registered within twenty (20) days after receipt\nof such written notice from the Company; provided, that the Company shall \n\n \nnot be obligated to file any additional registration statement pursuant to this\nSection 1.1 after the Company has effected two such registrations at the request\nof Investor and such registrations have been declared or ordered effective.\n\n     Subject to the foregoing, the Company shall file a registration statement\ncovering the Registrable Securities so requested to be registered as soon as\npracticable, but in any event within sixty (60) days after receipt of the\nrequest or requests of a Holder and shall use its best efforts to have such\nregistration statement promptly declared effective by the Securities Exchange\nCommission whether or not all Registrable Securities requested to be registered\ncan be included.  If, however, the Company shall furnish to such Holders a\ncertificate signed by the President of the Company stating that in the good-\nfaith judgment of the Board of Directors it would be materially detrimental to\nthe Company and its shareholders for such registration statement to be filed\nwithin such sixty-day (60-day) period and it is therefore deferring the filing\nof such registration statement, the Company shall have an additional period of\nnot more than sixty (60) days after the expiration of the initial sixty-day (60-\nday) period within which to file such registration statement; provided, that\nduring such time the Company may not file a registration statement for\nsecurities to be issued and sold for its own account or the account of an other\nof its shareholders.\n\n     (b)  If a Holder intends to distribute the Registrable Securities covered\nby its request by means of an underwriting, such Holder shall so advise the\nCompany as part of its request and the Company shall include such information in\nthe written notice referred to in subsection 1.1(a)(i).  The underwriter may be\nselected by the Holders electing to sell their Registrable Securities, subject\nto the reasonable approval of the Company.  The right of any Holder to\nregistration pursuant to this Section 1.1 shall be conditioned upon such\nHolder's participation in such underwriting and the inclusion of such Holder's\nRegistrable Securities in the underwriting to the extent provided herein.  The\nCompany shall (together with all Holders proposing to distribute their\nsecurities through such underwriting) enter into an underwriting agreement in\ncustomary form with the underwriter or underwriters selected for such\nunderwriting.  Notwithstanding any other provisions of this Section 1.1, if the\nrepresentative of the underwriter advises the Company and the Holder(s) in\nwriting that marketing factors require a limitation on the number of shares to\nbe underwritten (a 'Cutback'), the number of shares to be included in the\nunderwriting or registration shall be allocated first to the Holders, without\nlimitation,  and thereafter shall be allocated among the Company and the other\nholders requesting inclusion in the registration pro rata on the basis of the\nnumber of shares each requesting other holder (or the Company, as the case may\nbe) requests to be included bears to the total number of shares of all\nrequesting other holders (and the Company) that have been requested to be\nincluded in such registration.  If a person who has requested inclusion in such\nregistration as provided above does not agree to the terms of any such\nunderwriting, such person shall be excluded therefrom by written notice from the\nCompany, the underwriter or the Holder(s).  The securities so excluded shall\nalso be withdrawn from registration.\n\n     (c) If, at the time any written request for registration is received by the\nCompany pursuant to this Section, the Company has determined to proceed with the\nactual preparation and filing of a registration statement under the Securities\nAct in connection with the proposed offer \n\n                                      -2-\n\n \nand sale for cash of any of its securities by it or any of its security holders,\nor in the event that Section 1.3 hereof is applicable, then such written request\nshall be deemed to have been given pursuant to Section 1.2 and Section 1.3\nhereof, as the case may be, rather than this Section 1.1, and the rights of the\nHolders covered by such written request shall be governed by Section 1.2 or\nSection 1.3, as the case may be.\n\n     Section 1.2   Piggyback Registration.  If at any time or from time to time,\nthe Company shall determine to register the sale of any of its securities, for\nits own account or the account of any of its shareholders, other than a\nregistration relating solely to an employee benefit plan or a registration\nrelating solely to a transaction under Rule 145 of the Securities Act, the\nCompany will:\n\n               (i) give to each Holder written notice thereof as soon as\n          practicable prior to filing the registration statement; and\n\n               (ii) on behalf of all entities requesting inclusion in such\n          registration, include such securities in the offering and may\n          condition such offer on their acceptance of any other reasonable\n          conditions (including, without limitation, if such offering is\n          underwritten, that such requesting holders agree in writing to enter\n          into an underwriting agreement with usual and customary terms).  If\n          the representative of the underwriter advises the Company in writing\n          that marketing factors require a Cutback, the number of shares to be\n          included in the underwriting or registration shall be allocated first\n          to the Company, and thereafter shall be allocated among the other\n          holders requesting inclusion in the registration pro rata on the basis\n          of the number of shares each requesting other holder requests to be\n          included bears to the total number of shares of all requesting other\n          holders that have been requested to be included in such registration.\n          If a person who has requested inclusion in such registration as\n          provided above does not agree to the terms of any such underwriting,\n          such person shall be excluded therefrom by written notice from the\n          Company or the underwriter.  The securities so excluded shall also be\n          withdrawn from registration.\n\n     Section 1.3  Form S-2 or Form S-3.\n\n          (a) Each Holder will have the right to request and have effected\n     unlimited registrations of shares of its Registrable Securities on Form S-2\n     or Form S-3.\n\n          (b) Upon written request of a Holder delivered to the Company, the\n     Company will notify each other Holder of such request within three (3) days\n     after the receipt of such request.  Each of such other Holders shall have\n     three (3) days after receipt of such notice from the Company to request\n     that all or any portion of its Registrable Securities be included in such\n     registration.  After the expiration of all such request and notice periods\n     under this Section, the Company will use all reasonable efforts to cause\n     the registration of all Registrable Securities on Form S-2 or such\n     successor form or Form S-3 \n\n                                      -3-\n\n \n     or such successor form to the extent requested by such Holders.\n\n          (c) Any registration statement filed pursuant to this Section may\n     include other securities of the Company, with respect to which 'piggyback'\n     registration rights have been granted, and may include securities of the\n     Company being sold for the account of the Company; provided, however, that\n     any Cutback shall be dealt with in the same manner as provided in Section\n     1.1.\n\n     Section 1.4  Registrable Securities.  For the purposes of this Section 1,\nthe term 'Registrable Securities' shall mean any shares of voting Common Stock\nissuable to a Holder upon exercise of  the Warrant, any shares of Common Stock\nissued to a Holder as a dividend on the Warrant Shares, and any other shares of\nCommon Stock distributable on, with respect to, or in substitution for such\nRegistrable Securities, including those which have been transferred as permitted\nunder this Agreement, except for those that have been sold or transferred\npursuant to an effective registration statement or pursuant to Rule 144 under\nthe Securities Act.\n\n     Section 1.5  Procedure for Registration.  Whenever the Company is required\nunder this Agreement to register Common Stock, it agrees do the following:\n\n          (a) Use all reasonable efforts to prepare, as soon as is feasible, for\n     filing with the Securities and Exchange Commission a registration statement\n     and such amendments and supplements to said registration statement and the\n     prospectus as may be necessary to keep the registration statement effective\n     and to comply with the provisions of the Securities Act for the period\n     necessary to complete the proposed public offering;\n\n          (b) Furnish to each selling Holder such copies of each preliminary and\n     final prospectus and such other documents as such holder may reasonably\n     request to facilitate the public offering of its Registrable Securities;\n\n          (c) Enter into any underwriting agreement with provisions reasonably\n     required by the proposed underwriter for the selling holders, if any; and\n\n          (d) Use all reasonable efforts to register or qualify the Registrable\n     Securities covered by the registration statement under the securities or\n     'blue-sky' laws of such jurisdictions as any selling Holder may reasonably\n     request, although the Company will not have to register in any states that\n     require it to qualify to do business or subject itself to general service\n     of process, and for a registration under Section 1.2. The Company will not\n     be required to register in more states than are necessary to permit the\n     sale of the securities.\n\n     Section 1.6.  Indemnification.\n\n          (a)  Subject to applicable law, the Company will indemnify each Holder\nand each person controlling such Holder against all claims, losses, damages and\nliabilities, including legal \n\n                                      -4-\n\n \nand other expenses reasonably incurred, arising out of any untrue or allegedly\nuntrue statement of a material fact contained in the registration statement, or\nany omission or alleged omission to state a material fact required to be stated\nin the registration statement or necessary to make the statements not\nmisleading, or arising out of any violation by the Company of the Securities\nAct, any state securities or 'blue-sky' laws or any applicable rule or\nregulation.\n\n          (b)  Subject to applicable law, each Holder will indemnify the\nCompany, and each person controlling the Company, against all claims, losses,\ndamages and liabilities, including legal and other expenses reasonably incurred,\narising out of any untrue or allegedly untrue statement of a material fact\ncontained in the registration statement, or required to be stated in the\nregistration statement or necessary to make the statements contained therein not\nmisleading, to the extent, but only to the extent, that such untrue statement or\nomission is contained in any information or affidavit furnished in writing by\nsuch Holder to the Company specifically for inclusion in such registration\nstatement.  In no event shall the liability of such Holder under this paragraph\nbe greater in amount than the dollar amount of the proceeds received by such\nHolder upon the sale of the Common Stock pursuant to the registration statement\ngiving rise to such indemnification obligation.\n\n     Section 1.7  Transfer of Registration Rights.  The registration rights of a\nHolder under Section 1 may be transferred to any transferee of Registrable\nSecurities.  Any such transferee will be deemed to be a Holder for purposes of\nthis Agreement, and as a condition precedent to transfer, such transferee must\nagree to be bound by the terms of this Agreement.\n\n     Section 1.8  Obligations of a Holder and Others in a Registration.  Each\nHolder  agrees to timely furnish such information regarding such person and the\nsecurities sought to be registered and to take such other action as the Company\nmay reasonably request, including the entering into of agreements and the\nproviding of documents, in connection with the registration or qualification of\nsuch securities and\/or the compliance of such registration statement with all\napplicable laws.  Each Holder severally agrees that, in connection with any\noffering undertaken pursuant to Section 1.2 or Section 1.3, the Company shall\nhave the right to, if it deems an underwriter or underwriters necessary or\nappropriate, designate such underwriter(s); provided, however, that if the\nCompany does not within sixty (60) days from the date of the last written notice\nof the Holder(s) delivered pursuant to Section 1.2 or Section 1.3, as the case\nmay be, designate such underwriter(s) in writing to the Holder(s), the Holder(s)\nshall have the right to designate their own underwriter(s).  If the registration\ninvolves an underwriter, each Holder agrees, upon the request of such\nunderwriter, not to sell any unregistered securities of the Company for a period\nof one hundred eighty (180)  days following the effective date of the\nregistration statement for such offering and to enter into an underwriting\nagreement with such underwriters containing usual and customary terms and\nprovisions.\n\n     Section 1.9  Limitations on Subsequent Registration Rights.  The Company\nwill not, without the prior written consent of  Investor, enter into any\nagreement with any holder or prospective holder of any securities of the Company\nwhich would allow such holder or prospective holder to make a demand\nregistration which could result in such registration \n\n                                      -5-\n\n \nstatement being declared effective prior to the 180th day subsequent to the\neffective date of any registration effective pursuant to Section 1.2 or Section\n1.3. If the Company grants any subsequent registration rights more favorable\nthan the registration rights granted to Investor in this Section, the Company\nwill also grant the more favorable registration rights to Investor.\n\n     Section 1.10  Expenses of Registration.  All expenses incurred in\nconnection with registrations pursuant to this Agreement, including, without\nlimitation, all registration, federal and state filing and qualification fees,\nprinting expenses, fees and disbursements of counsel for the Company and one\ncounsel for the Holders and expenses of any special audits of the Company's\nfinancial statements incidental to or required by such registration, shall be\nborne by the Company, except that the Company shall not be required to pay\nunderwriters' fees, discounts or commissions relating to Registrable Securities\nbeing sold by any Holders.\n\n\n                                   ARTICLE II\n\n                        BOARD OF DIRECTOR REPRESENTATIVE\n\n     At the election of Investor or Geneva Associates, L.L.C. ('Geneva'), for a\nperiod of six (6) years from the date hereof, the Company shall elect a\nrepresentative of Investor or Geneva Associates, L.L.C. ('Geneva'), to the\nCompany's Board of Directors as soon as possible after the date hereof.  Until\nsuch time, Investor and Geneva shall have Board of Director visitation rights\nwhich will entitle it to participation in (and receive copies of all materials\ndistributed at) all meetings of the Board of Directors and any committees\nthereof.\n\n                                  ARTICLE III\n\n                                 MISCELLANEOUS\n\n     Section 3.1  Modification of Agreement, Sale of Interest.\n\n     (a) This Agreement may not be modified, altered or amended, except by an\nagreement in writing signed by Investor and the Company.  The Company may not\nsell, assign or transfer this Agreement, or the Warrant, or any portion thereof,\nincluding, without limitation, any of the Company's rights, titles, interests,\nremedies, powers, obligations and\/or duties hereunder or thereunder.  Investor\nmay, subject to the provisions of the Section 3.1(b) below, assign, transfer or\notherwise dispose of, at any time or times hereafter, this Agreement or the\nWarrant, or any portion hereof or thereof, including, without limitation, such\nparty's rights, title, interest, remedies, powers, and\/or duties hereunder or\nthereunder, and such transferee or assignee must agree to be bound by the terms\nand conditions of this Agreement.  This Agreement and Warrant shall be binding\nupon and inure to the benefit of the successors and permitted assigns of\nInvestor.\n\n     (b) Anything to the contrary in this Agreement notwithstanding, if Investor\nhas assigned any of its rights as permitted hereunder, the rights of Investor,\nincluding the right to\n\n                                      -6-\n\n \ngrant any consent or waiver or to enter into any amendment to this Agreement may\nbe exercised only by the holders of the majority in interest of the Warrant\nShares issued or issuable under the Warrant and such action taken by such\nmajority shall be binding on all others, including Investor and its successors\nand permitted assigns. Investor will give notice to Borrower of any such\nassignment within a reasonable period thereafter.\n\n     Section 3.2  Expenses and Attorney's Fees.  If, at any time or times,\nwhether prior or subsequent to the date hereof, Investor employs counsel for\nadvice or other representation or incurs reasonable legal and\/or other costs and\nexpenses in connection with:\n\n     (a) the negotiation, preparation or execution of this Agreement or any\namendment of or modification of this Agreement;\n\n     (b) any litigation, contest, dispute, suit, proceeding or action (whether\ninstituted by Investor, the Company or any other person) in any way relating to\nthis Agreement or the Warrant, unless a court of competent jurisdiction finds in\nfavor of the Company as the prevailing party, and awards court costs and\nattorneys' fees to the such prevailing party; or\n\n     (c) any attempt to enforce any rights of Investor or any participant\nagainst the Company or any other person that may be obligated to Investor by\nvirtue of this Agreement or the Warrant in accordance with the terms of this\nAgreement;\n\nthen, in any such event, the reasonable attorneys' fees arising from such\nservices and all reasonable expenses, costs, charges, and fees of counsel or of\nInvestor in any way or respect arising in connection with or relating to any of\nthe events or actions described in this subsection shall be payable on demand by\nthe Company, to Investor.\n\n     Section 3.3  Waiver by Investor.  Investor's failure, at any time or times\nhereafter, to require strict performance by the Company of any provision of this\nAgreement or the Warrant shall not waive, affect or diminish any right of\nInvestor thereafter to demand strict compliance and performance therewith.  None\nof the undertakings, agreements, warranties, covenants and representations of\nthe Company or any of its Subsidiaries contained in this Agreement, the Warrant,\nor the other Documents shall be deemed to have been suspended or waived by\nInvestor, unless such suspension or waiver is by an instrument in writing signed\nby an officer of Investor and specifying such suspension or waiver.\n\n     Section 3.4  Severability.  Wherever possible, each provision of this\nAgreement shall be interpreted in such manner as to be effective and valid under\napplicable law, but if any provision of this Agreement shall be prohibited by or\ninvalid under applicable law, such provision shall be ineffective to the extent\nof such prohibition or invalidity, without invalidating the remainder of such\nprovision or the remaining provisions of this Agreement.\n\n     Section 3.5  Parties.  This Agreement, the Warrant and the Other Agreements\nshall be binding upon and inure to the benefit of the successors and permitted\nassigns of Borrower, each of its Subsidiaries, the Company and Investor.\n\n                                      -7-\n\n \n     Section 3.6  Entire Agreement; Conflict of Terms.  This Agreement, the\nWarrant and the other Documents constitute the entire agreement of the parties\nwith respect to the Warrant and may not be modified or supplemented by any prior\nor contemporaneous oral understanding.\n\n     Section 3.7  Equitable Relief.  The Company recognized that, in the event\nthe Company fails to perform, observe or discharge any of its obligations or\nliabilities under this Agreement, any remedy of law may prove to be inadequate\nrelief to Investor, therefore, the Company agrees that Investor, if Investor so\nrequests, shall be entitled to temporary and permanent injunctive relief in any\nsuch case without the necessity of proving actual damages.\n\n     Section 3.8  Governing Law; Jurisdiction; Venue; Waiver of Jury Trial and\nService of Process.  THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AT TEXAS\nAND SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO\nDETERMINED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES APPLICABLE THERETO\nAND THE INTERNAL LAWS OF THE STATE OF TEXAS, APPLICABLE TO AGREEMENTS EXECUTED,\nDELIVERED AND PERFORMED WITHIN SUCH STATE, AND THE COMPANY HEREBY WAIVES\nPERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH\nSERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AT ITS\nADDRESS SET FORTH IN SECTION 3.9 BELOW.  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\n3.8 SHALL AFFECT THE RIGHT OF INVESTOR TO SERVE LEGAL PROCESS IN ANY OTHER\nMANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF INVESTOR TO BRING ANY ACTION OR\nPROCEEDING AGAINST BORROWER, 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 3.9  Notices.  All notices, requests, consents, approvals or\ndemands to or upon the respective parties hereto shall be given or made as\nfollows:\n\n     If to Investor, at:  Main Street Merchant Partners II, L.P.\n                          Post Oak Blvd., Suite 800\n                          Houston, Texas 77056\n                          Telephone: 713-350-6000\n                          Facsimile: 713-350-6001\n\n     with a copy to:      Hutcheson &amp; Grundy\n                          1200 Smith Street,   Suite 3300\n                          Houston, Texas 77002\n                          Attn: Ms. Lisa Mellencamp\n                          Telephone: 713-951-2800\n\n                                      -8-\n\n \n                         Facsimile: 713-951-2925\n\n     If to the Company:  Boots &amp; Coots International Well Control, Inc.\n\n\n\n     with a copy to:\n\n\n\n     Unless otherwise specified herein, all such notices, requests, consents,\napprovals and demands given or made in connection with the terms and provisions\nof this Agreement shall be deemed to have been given or made when personally\ndelivered, or, if mailed, upon the earlier of actual receipt by the addressee or\nthree (3) days after sent by registered or certified mail, postage prepaid, or,\nin the case of overnight courier service (which may be utilized hereunder), when\ndelivered by the overnight courier company to the respective address specified\nabove, or, in the case of telecopy or facsimile transmission (which may be\nutilized hereunder), within the first business hour (9:00 a.m. to 5:00 p.m.,\nlocal time for the recipient, on any Business Day) after receipt by the\nrespective addressee.  Any party may change the address or transmission number\nto which notices shall be directed hereunder by giving ten (10) days written\nnotice of such change to the other parties.\n\n     Section 3.10  Section Titles.  The section titles contained in this\nAgreement 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 3.11  Defined Terms.  Capitalized terms, when used herein, shall\nhave the meanings set forth in the Note Purchase Agreement.\n\n     Section 3.12 Indemnification.  The Company hereby agrees to pay, indemnify\nand hold Investor and its partners, directors, officers, agents, employees and\nattorneys harmless from and against any and all liabilities, obligations,\nlosses, damages, penalties, actions, judgments, suits, costs, expenses or\ndisbursements of any kind or nature whatsoever with respect to the execution,\ndelivery, performance or administration of this Agreement, including all\nexpenses of litigation, court costs and attorneys' fees reasonably incurred, for\nany and all claims, losses, damages, causes of action, suits and liability of\nany kind arising out of or in connection with this Agreement, regardless of\nwhether such claims, losses damages, causes of action, suits or liability of any\nother kind are caused in whole or in part by the negligence of Investor, but\nexcluding any and all obligations, losses, damages, penalties, actions,\njudgments, suits, costs, expenses and disbursements directly or indirectly,\narising out of, or arising out of the failure by Investor to properly comply\nwith any law, regulation or rule imposed on Investor by any state or federal\nregulatory agency or department.  It is the express intention of the parties\nhereto that the \n\n                                      -9-\n\n \nindemnity provided for in this paragraph is an indemnity by the Company to\nindemnify and protect Investor from the consequences of Investor's own\nnegligence, whether that negligence is the sole or concurring cause of any\nclaim, loss, damage, cause of action, suit or liability of any other kind,\nexcept for any claim, loss, damage, cause of action, suit or liability of any\nother kind arising out of, or directly or indirectly caused by, the gross\nnegligence or wilful misconduct of Investor.\n\n     Section 3.13  Counterparts.  This Agreement 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 Agreement, it shall not be necessary to produce or account for\nmore than one such counterpart.  A facsimile or photocopy of an executed\ncounterpart of this Agreement shall be sufficient to bind the party or parties\nwhose signature(s) appear thereon.\n\n     Section 3.14  Legal Compliance.  The parties acknowledge that this\nAgreement and the Warrant are being given as part of a 'Qualified Commercial\nLoan' pursuant to Vernon's Texas Civil Statutes, Article 5069 - Chapter 1.H, and\nas such the Warrant and rights under this Agreement will not constitute\n'interest' for any purpose, including under the Note Purchase Agreement.\n\n     IN WITNESS WHEREOF, this Registration Rights Agreement has been duly\nexecuted and delivered as of the day and year specified at the beginning 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: _____________________________________\n                         Title: ____________________________________\n\n                                      -10-\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-43881","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\/43881","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=43881"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43881"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43881"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43881"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}