REGISTRATION RIGHTS AGREEMENT
RIGHTS AGREEMENT (the "Agreement") is made and entered into as of this 17th of May, 2012 (the "Effective Date"), by and among Weatherford International Ltd., a Swiss joint-stock corporation (the "Company"), and the parties set forth on the
signature page hereto (each, a "Shareholder" and collectively, the "Shareholders").
WHEREAS, the Shareholders are acquiring Common Shares (defined below) pursuant to an Agreement dated the date hereof (the
"Purchase Agreement") between the Shareholders and the Company.
WHEREAS, pursuant to the Purchase Agreement,
the Company has agreed to enter into this Agreement with the Shareholders to set forth the registration rights to be granted by the Company to the Shareholders, so as to induce the Shareholders to enter into the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein and in
the Purchase Agreement, the parties mutually agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
"Agreement" has the meaning set forth in the preamble.
"Blackout Period" means a period in each case commencing immediately after the Company notifies the Holders that they
are required, pursuant to Section 5, to suspend offers and sales of Registrable Securities because the Company, in the good faith judgment of its Board of Directors, determines (because of the existence of, or in anticipation of, any
acquisition, financing activity, or other transaction involving the Company, or the unavailability for reasons beyond the Companys 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 the Company) that the registration and distribution of (and/or the registration of the offer and sale of) the Registrable Securities would be detrimental to the Company
and its shareholders and ending on the earlier of (1) the date upon which the material non-public information to which the Blackout Period relates is disclosed to the public or ceases to be material and (2) such time as the Company
notifies the Holders that the Company will no longer delay filing of the applicable Prospectus Supplement, recommences taking steps to make the Shelf Registration Statement or any Subsequent Shelf Registration Statement effective or allows sales
pursuant to the Shelf Registration Statement or any Subsequent Shelf Registration Statement to resume; provided, however, that the Company shall limit its use of Blackout Periods in the aggregate to no more than sixty (60) Trading Days
within any twelve (12) month period.
"Commission" means the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Common Shares" means the registered shares,
par value 1.16 Swiss francs per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Shares by reason of the declaration of
any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other entity, now or hereafter
organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the
shares or assets of the Company.
"Company" has the meaning set forth in the preamble.
"Deferred Consideration Payment Date" has the meaning given such term in the Purchase Agreement.