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).
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
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 Weatherfords 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.
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