Certificate of Designation




 Exhibit 4.9 
 CERTIFICATE OF DESIGNATION 
 OF 
 SERIES A JUNIOR PARTICIPATING PREFERRED SHARES 
 OF 
 FORBES ENERGY SERVICES LTD. 
 Pursuant to the authority conferred upon the Board of
Directors of the Company by its Bye-laws a series of preferred shares be and it hereby is established, in the number and having the designation, preferences, terms, qualifications, limitations, restrictions and relative rights, including voting
rights, set forth below: 
 Section 1. Designation and Amount. The shares of such series shall be designated as
“Series A Junior Participating Preferred Shares” (the “Series A Preferred Shares”) and the number of shares constituting such series shall be six hundred thousand (600,000). 
 Section 2. Dividends and Distributions. 
 (A) Subject to the provisions for adjustment hereinafter set forth, and subject to the Companies Act 1981 (the “Act”), the holders of Series A Preferred Shares shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, (i) cash dividends in an amount per share (rounded to the nearest cent) equal to 100 times the aggregate per share amount of all cash dividends declared or paid on the Common
Shares, $.01 par value per share, of the Company (the “Common Shares”) and (ii) a preferential cash dividend (the “Preferential Dividends”), if any, on the first day of January, April, July and October of each year (each a
“Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a Series A Preferred Share or fraction of a Series A Preferred Share, in an amount equal to $1.00 per Series A
Preferred Share less the per share amount of all cash dividends declared on the Series A Preferred Shares pursuant to clause (i) of this sentence since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any Series A Preferred Share or fraction of a Series A Preferred Share. If the Company shall, at any time after the issuance of any Series A Preferred Share or fraction of
Series A Preferred Share, make any distribution on the Common Shares of the Company, whether by way of a dividend or a reclassification of shares, a recapitalization, reorganization or partial liquidation of the Company or otherwise, which is
payable in cash or any debt security, debt instrument, real or personal property or any other property (other than cash dividends subject to the immediately preceding sentence, a distribution of Common Shares or other capital stock of the Company or
a distribution of rights or warrants to acquire any such share, including any debt security convertible into or exchangeable for any such share, at a price less than the Fair Market Value of such share), then and in each such event the Company shall
simultaneously pay on each then outstanding Series A Preferred Share of the Company a distribution, in like kind, of 100 times such distribution paid on a Common Share (subject to the provisions for adjustment hereinafter set forth). The
dividends and distributions on the Series A Preferred Shares to which holders thereof are entitled pursuant to clause (i) of the first sentence of this paragraph and pursuant to the second sentence of this paragraph are hereinafter
referred to as “Participating Dividends” and the multiple of such cash and non-cash dividends on the Common Shares applicable to the determination of the Participating Dividends, which shall be 100 initially but shall be adjusted from time
to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple”. If the Company shall at any time after May 19, 2008 declare or pay any 









 
dividend or make any distribution on Common Shares payable in Common Shares, or effect a subdivision or split or a combination, consolidation or reverse
split of the outstanding Common Shares into a greater or lesser number of Common Shares, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of Participating Dividends which holders of Series A
Preferred Shares shall be entitled to receive shall be the Dividend Multiple applicable immediately before such event multiplied by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were outstanding immediately before such event. 
 (B) The Company shall declare
each Participating Dividend at the same time it declares any cash or non-cash dividend or distribution on the Common Shares in respect of which a Participating Dividend is required to be paid. No cash or non-cash dividend or distribution on the
Common Shares in respect of which a Participating Dividend is required to be paid shall be paid or set aside for payment on the Common Shares unless a Participating Dividend in respect of such dividend or distribution on the Common Shares shall be
simultaneously paid, or set aside for payment, on the Series A Preferred Shares. 
 (C) Preferential Dividends shall begin to accrue on
outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issuance of any Series A Preferred Shares. Accrued but undeclared or unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued, declared and payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. 
 Section 3. Voting Rights. The holders of Series A Preferred Shares shall
have the following voting rights: 
 (A) Subject to the provisions for adjustment hereinafter set forth, each Series A Preferred Share
shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the shareholders of the Company. The number of votes which a holder of Series A Preferred Shares is entitled to cast, as the same may be adjusted from time to
time as hereinafter provided, is hereinafter referred to as the “Vote Multiple”. If the Company shall at any time after May 19, 2008 declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or
split or a combination, consolidation or reverse split of the outstanding Common Shares into a greater or lesser number of Common Shares, then in each such case the Vote Multiple thereafter applicable to the determination of the number of votes per
share to which holders of Series A Preferred Shares shall be entitled after such event shall be the Vote Multiple immediately before such event multiplied by a fraction the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately before such event. 
 (B) Except as otherwise provided by law or in this Designation, the Memorandum of Association or the Bye-laws of the Company, the holders of Series A Preferred Shares and the holders of Common Shares shall vote together as one class on
all matters submitted to a vote of shareholders of the Company. 
  

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 (C) If the Preferential Dividends accrued on the Series A Preferred Shares for four or more
quarterly dividend periods, whether consecutive or not, shall not have been declared and paid or set apart for payment, the holders of record of Preferred Shares of the Company of all series (including the Series A Preferred Shares), other than
any series in respect of which such right is expressly withheld by the Bye-laws of the Company or the authorizing resolutions designating the rights in respect thereof, shall have the right, at the next meeting of shareholders called for the
election of directors, to elect two members to the Board of Directors, which directors shall be in addition to the number required by the Bye-laws before such event, to serve until the next Annual Meeting and until their successors are elected and
qualified or their earlier resignation, removal or incapacity or until such earlier time as all accrued and unpaid Preferential Dividends upon the outstanding Series A Preferred Shares shall have been paid (or set aside for payment) in full.
The holders of Series A Preferred Shares shall continue to have the right to elect directors as provided by the immediately preceding sentence until all accrued and unpaid Preferential Dividends upon the outstanding Series A Preferred
Shares shall have been paid (or set aside for payment) in full. Such directors may be removed and replaced by such shareholders, and vacancies in such directorships may be filled only by such shareholders (or by the remaining director elected by
such shareholders, if there be one) in the manner permitted by law; provided, however, that any such action by shareholders shall be taken at a meeting of shareholders and shall not be taken by written consent thereto. 
 (D) Except as otherwise set forth herein or required by law, or the Bye-laws of the Company, holders of Series A Preferred Shares shall have no
special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Shares as set forth herein) for the taking of any corporate action. 
 Section 4. Certain Restrictions. 
 (A) Whenever Preferential Dividends or Participating Dividends are in arrears, whether or not declared, or the Company shall be in default of payment thereof, thereafter and until all accrued and unpaid Preferential Dividends and
Participating Dividends, whether or not declared, on Series A Preferred Shares outstanding shall have been paid or set aside for payment in full, and in addition to any and all other rights which any holder of Series A Preferred Shares may
have in such circumstances, the Company shall not: 
 (i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration, any shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; 
 (ii) declare or pay dividends on or make any other distributions on any shares ranking on a parity as to dividends with the Series A
Preferred Shares, unless dividends are paid ratably on the Series A Preferred Shares and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then
entitled if the full dividends accrued thereon were to be paid; 
 (iii) except as permitted by subparagraph (iv) of this
paragraph 4(A), redeem or purchase or otherwise acquire for consideration any shares ranking on a 

  

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parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Shares, provided, however, that the
Company may at any time redeem, purchase or otherwise acquire shares of any such parity shares in exchange for any shares of the Company ranking junior (both as to dividends and upon liquidation, dissolution or winding up) to the Series A
Preferred Shares; or 
 (iv) purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares
ranking on a parity with the Series A Preferred Shares (either as to dividends or upon liquidation, dissolution or winding up), except in accordance with a purchase offer made to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the
respective series or classes. 
 (B) The Company shall not permit any Subsidiary (as hereinafter defined) of the Company to purchase or
otherwise acquire for consideration any shares of the Company unless the Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. A “Subsidiary” of the
Company shall mean any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the Board of Directors or other persons performing similar functions are beneficially
owned, directly or indirectly, by the Company or by any corporation or other entity that is otherwise controlled by the Company. 
 (C) The
Company shall not issue any Series A Preferred Shares except upon exercise of Rights issued pursuant to that certain Rights Agreement dated as of May 19, 2008 between the Company and CIBC Mellon Trust Company, as Rights Agent, a copy of
which is on file with the Assistant Secretary of the Company at its principal executive office and shall be made available to shareholders of record without charge upon written request therefor addressed to said Assistant Secretary. Notwithstanding
the foregoing sentence, nothing contained in the provisions hereof shall prohibit or restrict the Company from issuing for any purpose any series of Preferred Shares with rights and privileges similar to, different from or greater than those of the
Series A Preferred Shares. 
 Section 5. Reacquired Shares. Any Series A Preferred Shares purchased or otherwise
acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares upon their retirement and cancellation shall become authorized but unissued Preferred Shares, without designation
as to series, and such shares may be reissued as part of a new series of Preferred Shares to be created by resolution or resolutions of the Board of Directors in accordance with the Bye-laws. 
 Section 6. Liquidation, Dissolution or Winding Up. Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company,
no distribution shall be made (i) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares unless the holders of Series A Preferred Shares shall
have received, subject to adjustment as hereinafter provided, (A) $100.00 per share plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, or (B) if greater
than the amount specified in clause (i)(A) 

  

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of this sentence, an amount equal to 100 times the aggregate amount to be distributed per share to holders of Common Shares, as the same may be adjusted as
hereinafter provided, and (ii) to the holders of shares ranking on a parity upon liquidation, dissolution or winding up with the Series A Preferred Shares, unless simultaneously therewith distributions are made ratably on the Series A
Preferred Shares and all other such parity stock in proportion to the total amounts to which the holders of Series A Preferred Shares are entitled under clause (i)(A) of this sentence and to which the holders of such parity shares are
entitled, in each case upon such liquidation, dissolution or winding up. The amount to which holders of Series A Preferred Shares may be entitled upon liquidation, dissolution or winding up of the Company pursuant to clause (i)(B) of the
foregoing sentence is hereinafter referred to as the “Participating Liquidation Amount” and the multiple of the amount to be distributed to holders of Common Shares upon the liquidation, dissolution or winding up of the Company applicable
pursuant to said clause to the determination of the Participating Liquidation Amount, as said multiple may be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Liquidation Multiple”. If the Company
shall at any time after May 19, 2008 declare or pay any dividend on Common Shares payable in Common Shares, or effect a subdivision or split or a combination, consolidation or reverse split of the outstanding Common Shares into a greater or
lesser number of Common Shares, then in each such case the Liquidation Multiple thereafter applicable to the determination of the Participating Liquidation Amount to which holders of Series A Preferred Shares shall be entitled after such event
shall be the Liquidation Multiple applicable immediately before such event multiplied by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common
Shares that were outstanding immediately before such event. 
 Section 7. Certain Reclassifications and Other Events. 

(A) If holders of Common Shares of the Company receive after May 19, 2008 in respect of their Common Shares any share of capital stock of the
Company (other than any Common Share of the Company), whether by way of reclassification, recapitalization, reorganization, dividend or other distribution or otherwise (a “Transaction”), then and in each such event the dividend rights,
voting rights and rights upon the liquidation, dissolution or winding up of the Company of the Series A Preferred Shares shall be adjusted so that after such event the holders of Series A Preferred Shares shall be entitled, in respect of
each Series A Preferred Share held, in addition to such rights in respect thereof to which such holder was entitled immediately before such adjustment, to (i) such additional dividends as equal the Dividend Multiple in effect immediately
before such Transaction multiplied by the additional dividends which the holder of a Common Share shall be entitled to receive by virtue of the receipt in the Transaction of such capital stock, (ii) such additional voting rights as equal the
Vote Multiple in effect immediately before such Transaction multiplied by the additional voting rights which the holder of a Common Share shall be entitled to receive by virtue of the receipt in the Transaction of such capital stock and
(iii) such additional distributions upon liquidation, dissolution or winding up of the Company as equal the Liquidation Multiple in effect immediately before such Transaction multiplied by the additional amount which the holder of a Common
Share shall be entitled to receive upon liquidation, dissolution or winding up of the Company by virtue of the receipt in the Transaction of such capital stock, as the case may be, all as provided by the terms of such capital stock. 
  

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 (B) If holders of Common Shares of the Company receive after May 19, 2008 in respect of their Common
Shares any right or warrant to purchase Common Shares (including as such a right, for all purposes of this paragraph, any security convertible into or exchangeable for Common Shares) at a purchase price per share less than the Fair Market Value (as
hereinafter defined) of a Common Share on the date of issuance of such right or warrant, then and in each such event the dividend rights, voting rights and rights upon the liquidation, dissolution or winding up of the Company of the Series A
Preferred Shares shall each be adjusted so that after such event the Dividend Multiple, the Vote Multiple and the Liquidation Multiple shall each be the product of the Dividend Multiple, the Vote Multiple and the Liquidation Multiple, as the case
may be, in effect immediately before such event multiplied by a fraction the numerator of which shall be the number of Common Shares outstanding immediately before such issuance of rights or warrants plus the maximum number of Common Shares which
could be acquired upon exercise in full of all such rights or warrants and the denominator of which shall be the number of Common Shares outstanding immediately before such issuance of rights or warrants plus the number of Common Shares which could
be purchased, at the Fair Market Value of the Common Shares at the time of such issuance, by the maximum aggregate consideration payable upon exercise in full of all such rights or warrants. 
 (C) If holders of Common Shares of the Company receive after May 19, 2008 in respect of their Common Shares any right or warrant to purchase shares
of the Company (other than Common Shares), including as such a right, for all purposes of this paragraph, any security convertible into or exchangeable for shares of the Company (other than Common Shares), at a purchase price per share less than the
Fair Market Value of such shares on the date of issuance of such right or warrant, then and in each such event the dividend rights, voting rights and rights upon liquidation, dissolution or winding up of the Company of the Series A Preferred
Shares shall each be adjusted so that after such event each holder of a Series A Preferred Share shall be entitled, in respect of each Series A Preferred Share held, in addition to such rights in respect thereof to which such holder was
entitled immediately before such event, to receive (i) such additional dividends as equal the Dividend Multiple in effect immediately before such event multiplied, first, by the additional dividends to which the holder of a Common Share shall
be entitled upon exercise of such right or warrant by virtue of the shares which could be acquired upon such exercise and multiplied again by the Discount Fraction (as hereinafter defined) and (ii) such additional voting rights as equal the
Vote Multiple in effect immediately before such event multiplied, first, by the additional voting rights to which the holder of a Common Share shall be entitled upon exercise of such right or warrant by virtue of the shares which could be acquired
upon such exercise and multiplied again by the Discount Fraction and (iii) such additional distributions upon liquidation, dissolution or winding up of the Company as equal the Liquidation Multiple in effect immediately before such event
multiplied, first, by the additional amount which the holder of a Common Share shall be entitled to receive upon liquidation, dissolution or winding up of the Company upon exercise of such right or warrant by virtue of the shares which could be
acquired upon such exercise and multiplied again by the Discount Fraction. For purposes of this paragraph, the “Discount Fraction” shall be a fraction the numerator of which shall be the difference between the Fair Market Value of a share
of the capital stock subject to a right or warrant distributed to holders of Common Shares of the Company as contemplated by this paragraph immediately after the distribution thereof and the purchase price per share for such share pursuant to such
right or warrant and the denominator of which shall be the Fair Market Value of such share immediately after the distribution of such right or warrant. 
  

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 (D) For purposes of this Section 7, the “Fair Market Value” of a share of the Company
(including a Common Share) on any date shall be deemed to be the average of the daily closing price per share thereof over the thirty consecutive Trading Days (as such term is hereinafter defined) immediately before such date; provided, however,
that, if such Fair Market Value of any such share is determined during a period which includes any date that is within thirty Trading Days after (i) the ex-dividend date for a dividend or distribution payable in such shares of such stock or
securities convertible into shares of such stock, or (ii) the effective date of any subdivision, split, combination, consolidation, reverse stock split or reclassification of such stock, then, and in each such case, the Fair Market Value shall
be appropriately adjusted by the Board of Directors of the Company to take into account ex-dividend or post-effective date trading. The closing price for any day shall be the last sale price, regular way, or, in case, no such sale takes place on
such day, the average of the closing bid and asked prices, regular way (in either case, as reported in the applicable transaction reporting system with respect to securities listed or admitted to trading on the Toronto Stock Exchange), or, if the
shares are not listed or admitted to trading on the Toronto Stock Exchange or the Toronto Stock Exchange is not the principal national securities exchange on which the shares are listed or admitted to trading, as reported in the applicable
transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares are listed or admitted to trading or, if the shares are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System
(“Nasdaq”) or such other system then in use, or if on any such date the shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the
shares selected by the Board of Directors of the Company. The term “Trading Day” shall mean a day on which the principal national securities exchange on which the shares are listed or admitted to trading is open for the transaction of
business or, if the shares are not listed or admitted to trading on any national securities exchange, on which the Toronto Stock Exchange or such other national securities exchange as may be selected by the Board of Directors of the Company is open.
If the shares are not publicly held or not so listed or traded on any day within the period of thirty Trading Days applicable to the determination of Fair Market Value thereof as aforesaid, “Fair Market Value” shall mean the fair market
value thereof per share as determined in good faith by the Board of Directors of the Company. In either case referred to in the foregoing sentence, the determination of Fair Market Value shall be described in a statement filed with the Secretary of
the Company. 
 Section 8. Consolidation, Merger, etc. If the Company shall enter into any consolidation, merger, combination,
amalgamation or other transaction in which the Common Shares are exchanged for or changed into other shares or securities, cash and/or any other property, then in any such case each outstanding Series A Preferred Share shall at the same time be
similarly exchanged for or changed into the aggregate amount of shares, securities, cash and/or other property (payable in like kind), as the case may be, for which or into which each Common Share is changed or exchanged multiplied by the highest of
the Vote Multiple, the Dividend Multiple or the Liquidation Multiple in effect immediately before such event. 
  

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 Section 9. Effective Time of Adjustments. 
 (A) Adjustments to the Series A Preferred Shares required by the provisions hereof shall be effective as of the time at which the event requiring
such adjustments occurs. 
 (B) The Company shall give prompt written notice to each holder of a Series A Preferred Share of the effect
of any adjustment to the voting rights, dividend rights or rights upon liquidation, dissolution or winding up of the Company of such shares required by the provisions hereof. Notwithstanding the foregoing sentence, the failure of the Company to give
such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. 
 Section 10. No
Redemption. The Series A Preferred Shares shall not be redeemable at the option of the Company or any holder thereof. Notwithstanding the foregoing sentence of this Section, the Company may acquire Series A Preferred Shares in any
other manner permitted by law, the provisions hereof or Bye-laws of the Company. 
 Section 11. Ranking. Unless otherwise
provided in the Bye-laws of the Company or the rights relating to a subsequent series of preferred shares of the Company, the Series A Preferred Shares shall rank junior to all other series of the Company’s preferred shares as to the
payment of dividends and the distribution of assets on liquidation, dissolution or winding up and senior to the Common Shares. 
 Section 12. Amendment. Except as contemplated herein, the provisions hereof and the Bye-laws of the Company shall not be amended in any manner which would adversely affect the rights, privileges or powers of the Series A
Preferred Shares without, in addition to any other vote of shareholders required by law, the affirmative vote of the holders of two-thirds or more of the outstanding Series A Preferred Shares, voting together as a single class. 
  

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