Registration Rights Agreement (2009)Full Document 

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REGISTRATION RIGHTS AGREEMENT
     This Registration Rights Agreement (this “Agreement”) is entered into as of September 16, 2009 (the “Execution Date”) among Weatherford International Ltd., a Swiss joint-stock corporation (“Weatherford”), Integrity Energy International, LLC, a Delaware limited liability company (the “Selling Entity”), Burt Loring Bull, William Max Duncan, Steven Flores, as trustee of the Duncan Family Trust 1997, Billy Carson Saul (collectively, the “Shareholders” and, together with the Selling Entity, the “Sellers”) and any other Eligible Sellers (as defined below) who may become a party to this Agreement after the Execution Date. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
PRELIMINARY STATEMENTS
     A. The Selling Entity is acquiring the Consideration Shares pursuant to a Share Purchase Agreement dated September 10, 2009 (the “Purchase Agreement”) among Weatherford, the Selling Entity and the Shareholders.
     B. As a condition to consummate the transactions contemplated by the Purchase Agreement, Weatherford has agreed to enter into this Agreement with the Selling Entity and the Seller Representative to set forth the registration rights to be granted by Weatherford to the Selling Entity.
AGREEMENT
     The parties, intending to be legally bound, agree as follows:
     1. Certain Definitions. As used in this Agreement, the following terms not defined elsewhere shall have the following respective meanings:
     “Blackout Period” shall mean, with respect to a registration, a period in each case commencing on the day immediately after Weatherford notifies the Eligible Sellers that they are required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities because Weatherford, in the good faith judgment of its Board of Directors, has determined (because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving Weatherford, or the unavailability for reasons beyond Weatherford’s control of any required financial statements, disclosure of information which is in its best interest not to publicly disclose, or any other event or condition of similar significance to Weatherford) that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would be seriously detrimental to Weatherford and its shareholders and ending on the earlier of (a) the date upon which the material non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (b) such time as Weatherford makes such Registration Statement effective again, or allows sales pursuant to such Registration Statement to resume; provided, however, that Weatherford shall limit its use of Blackout Periods described in this Section 1, in the aggregate, to 30 Trading Days.

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     “Commission” shall mean the SEC or any other federal agency at the time administering the Securities Act.
     “Eligible Seller” means the Selling Entity and each of its Permitted Transferees.
     “Final Prospectus Supplement” shall mean the prospectus supplement relating to the Registration Statement and covering the Consideration Shares to be filed pursuant to Rule 424(b) of the Securities Act, together with the base prospectus included in the Registration Statement.
     “Permitted Transferees” shall mean any Shareholder, any family member of a Shareholder, any trust established for the benefit of a Shareholder or family member of a Shareholder or any family limited partnership owned by a Shareholder or a family member of a Shareholder to which any Eligible Seller transfers, sells or otherwise disposes of Consideration Shares in accordance with applicable Laws and this Agreement.
     “Registrable Securities” shall mean the Consideration Shares delivered to the Selling Entity pursuant to the terms of the Purchase Agreement; provided, however, that a Registrable Security shall cease to be a Registrable Security upon the earlier of the time (a) the Registration Statement covering such Registrable Security has been declared effective by the

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