Unassociated Document


    
      

    

    Exhibit
      4.1

     

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”) is dated as of March 3, 2006, by
      and between BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC., a Delaware
      corporation (the “Corporation”), and HWC ENERGY SERVICES, INC., a
      Texas
      corporation (including its successors and any assignee of rights hereunder
      permitted by Section 17 hereof, “HWC”).

     

    WHEREAS,
      in connection with, and as partial consideration for, the Corporation’s
      acquisition of the Target Subsidiaries pursuant to the terms of the Transaction
      Agreement, HWC will receive shares of Common Stock of the Corporation in a
      transaction exempt from registration under the Securities Act; and

     

    WHEREAS,
      the Corporation and HWC deem it to be in their respective best interests to
      enter into this Agreement to set forth the rights and obligations of the parties
      in connection with public offerings and resales of such shares.

     

    ACCORDINGLY,
      in consideration of the premises and mutual covenants and obligations
      hereinafter set forth, the Corporation and HWC hereby agree as
      follows:

     

    
      	 	
              SECTION
                1.

            	
              DEFINITIONS. 

            


    

     

    As
      used
      in this Agreement, the following terms have the following meanings:

     

    (a)     “Closing
      Date” means the closing date of the transactions contemplated by the Merger
      Agreement.

     

    (b)     “Commission”
      means the Securities and Exchange Commission or any other Federal agency at
      the
      time administering the Securities Act.

     

    (c)  “Common
      Stock” means the Common Stock, par value $0.00001, of the
      Corporation.

     

    (d)     “Exchange
      Act” means the Securities Exchange Act of 1934 or any successor Federal statute,
      and the rules and regulations of the Commission promulgated thereunder, all
      as
      the same shall be in effect from time to time.

     

    (e)     “Miscellaneous
      Shares” means at any time those shares of Common Stock which do not constitute
      Primary Shares or Registrable Shares.

     

    (f)     “Person”
      shall be construed broadly and shall include an individual, a partnership,
      a
      corporation, an association, a joint stock company, a limited liability company,
      a trust, a joint venture, an unincorporated organization and a governmental
      entity or any department, agency or political subdivision thereof.

     

    (g)     “Primary
      Shares” means at any time the authorized but unissued shares of Common Stock and
      shares of Common Stock held by the Corporation in its treasury.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (h)     “Registrable
      Shares” means (i) the 26,462,137 shares of Common Stock acquired by HWC pursuant
      to the Merger Agreement, (ii) any other securities of the Corporation into
      or
      for which the Registrable Shares may be exchanged, converted or reclassified
      or
      which may be issued or issuable with respect to the Registrable Shares or such
      other securities by way of a stock dividend or stock split or in connection
      with
      a combination of shares, recapitalization, merger, consolidation or other
      reorganization or otherwise, (iii) any shares of Common Stock acquired
      subsequent thereto, and (iv) any securities received in respect of the
      foregoing, in each case in clauses (i) through (iv) which at any time are held
      by HWC. As to any particular Registrable Shares, once issued, such Registrable
      Shares shall cease to be Registrable Shares when (A) they have been registered
      under the Securities Act, the registration statement in connection therewith
      has
      been declared effective, and the Registrable Shares have been disposed of
      pursuant to and in the manner described in such effective registration
      statement, (B) the Registrable Shares are sold or distributed pursuant to Rule
      144, or (C) the Registrable Shares have ceased to be outstanding.

     

    (i)     “Rule
      144” means Rule 144 promulgated under the Securities Act or any successor rule
      thereto.

     

    (j)    “Securities
      Act” means the Securities Act of 1933 or any successor Federal statute, and the
      rules and regulations of the Commission thereunder, all as the same shall be
      in
      effect from time to time.

     

    (k)     “Shelf
      Registration Statement” means the Initial Shelf Registration Statement or any
      Subsequent Shelf Registration Statement.

     

    (l)     “Transaction
      Agreement” means that certain Transaction Agreement dated as of November 21,
      2005 by and among the Corporation, HWC Acquisition LLC, HWC Merger Corporation,
      Hydraulic Well Control, LLC and HWC.

     

    (m)     “Target
      Subsidiaries” means HWCES International, a Cayman Islands corporation, HWC
      Limited, a Louisiana corporation, and Hydraulic Well Control, LLC, a Delaware
      limited liability company. 

     

    

      
        	 	
                SECTION
                  2.

              	
                REQUIRED
                  SHELF REGISTRATION. 

              


      

       

    

    (a)     The
      Corporation shall file with the SEC a shelf registration statement covering
      the
      Registrable Shares for an offering to be made on a continuous or delayed basis
      pursuant to Rule 415 promulgated under the Securities Act (the “Initial Shelf
      Registration Statement”) by HWC in the manner designated by it (including,
      without limitation, a plan of distribution specified by HWC which shall provide
      HWC broad latitude in the manner of disposing of the Registrable Shares,
      including through block trades, “bought deals,” traditional underwritten
      offerings, ordinary brokerage sales and sales outside the Shelf Registration
      Statement pursuant to Rule 144). The Corporation shall not permit any
      securities other than the Registrable Shares to be included in the Initial
      Shelf
      Registration Statement or any Subsequent Shelf Registration Statement.


     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (b)     The
      Corporation will cause, by the 30th
      day
      after the Closing Date, the Initial Shelf Registration Statement to be prepared
      and filed with the Commission and use its reasonable best efforts to have such
      Initial Shelf Registration Statement declared effective by the Commission as
      soon as practicable thereafter. The Corporation shall use its reasonable best
      efforts to keep the Initial Shelf Registration Statement continuously effective
      under the Securities Act (the “Effectiveness Period”) until the earlier of
      (i) the later of (A) the date which is 24 months from the Closing Date and
      (B) such time as HWC ceases to own at least 5% of the outstanding shares of
      Common Stock of the Corporation, and (ii) the later of (x) the fourth
      anniversary of the Closing Date and (y) the earliest date that HWC may then
      dispose of all its Registrable Shares without restriction under Rule 144(k)
      promulgated under the Securities Act). Notwithstanding the foregoing, the
      Corporation’s obligations under this Section 2(b) shall immediately terminate
      upon the sale of all Registrable Shares covered by any Shelf Registration
      Statement in the manner set forth and as contemplated in such Shelf Registration
      Statement.

     

    (c)     If
      the
      Initial Shelf Registration Statement or any Subsequent Shelf Registration
      Statement ceases to be effective for any reason at any time during the
      Effectiveness Period (other than because of the sale of all of the securities
      registered thereunder), the Corporation shall, in addition to fulfilling its
      obligations under Section 2(d) below, within five Business Days of such
      cessation of effectiveness or, if such cessation is reasonably foreseeable,
      prior to such cessation, as appropriate either (i) amend such Shelf Registration
      Statement in a manner to obtain the withdrawal of the order suspending the
      effectiveness thereof (ii) or file an additional shelf registration statement
      pursuant to Rule 415 promulgated under the Securities Act (each, a
“Subsequent Shelf Registration Statement”) covering all of the Registrable
      Shares covered by and not sold under the Initial Shelf Registration Statement
      or
      an earlier Subsequent Shelf Registration Statement. If a Subsequent Shelf
      Registration Statement is filed, the Corporation will cause the Subsequent
      Shelf
      Registration Statement to be declared effective under the Securities Act as
      soon
      as practicable after such filing and to keep such Subsequent Shelf Registration
      Statement continuously effective during the remainder of the Effectiveness
      Period.

     

    (d)     The
      Corporation shall promptly supplement and amend each Shelf Registration
      Statement if required by the rules, regulations or instructions applicable
      to
      the registration form used for such Shelf Registration Statement, if required
      by
      the Securities Act, or if reasonably requested by HWC or by any underwriter
      of
      the Registrable Shares acting on behalf of HWC. Notwithstanding the foregoing,
      the Corporation shall not be obligated to prepare more than three supplements
      or
      amendments for use in traditional underwritten public offerings of Registrable
      Shares under the Shelf Registration Statement which would involve a “road show”
or similar activity on the part of management of the Corporation (a “Traditional
      Underwritten Public Offering”) nor more than one such supplement or amendment in
      any twelve month period. Additionally, the Corporation may delay for a period
      of
      up to 60 days the filing or effectiveness of any supplement or amendment to
      the
      Shelf Registration Statement required in connection with an underwritten public
      offering if at the time of such request (i) the Corporation is engaged, or
      intends to engage within 60 days of the time of such request, in a firm
      commitment underwritten public offering of Primary Shares in which the holders
      of Registrable Shares may include Registrable Shares pursuant to Section 3
      and
      such plans or intentions have been approved by the Board of Directors of the
      Corporation prior to the time of such request (and the Corporation notifies
      HWC
      as soon as practicable after such request but in no event later than the second
      business day after such request) or (ii) on account of a suspension in
      accordance with Section 6 hereof. 

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    


    (e)     Any
      Shelf
      Registration Statement filed in accordance with this Agreement shall be on
      such
      appropriate registration form of the Commission (i) as shall be selected by
      the
      Corporation and as shall be reasonably acceptable to HWC and (ii) as shall
      permit the disposition of the Registrable Shares in accordance with Section
      2(a). 

    

      
        	 	
                SECTION
                  3.

              	
                PIGGYBACK
                  REGISTRATION. 

              


      

    

     

    If
      the
      Corporation at any time proposes for any reason to register Primary Shares
      or
      Miscellaneous Shares under the Securities Act (other than on Form S-4 or Form
      S-8 promulgated under the Securities Act or any successor forms thereto), it
      shall promptly give written notice to HWC of its intention to so register such
      shares. Upon the written request, delivered to the Corporation within 30 days
      after delivery of any such notice by the Corporation, of HWC to include in
      such
      registration Registrable Shares held by HWC (which request shall specify the
      number of Registrable Shares requested to be included in such registration),
      the
      Corporation shall use its reasonable best efforts, subject to any limitations
      contained in registration rights agreements existing as of the date hereof,
      to
      cause all such Registrable Shares to be included in such registration on the
      same terms and conditions as the securities otherwise being sold in such
      registration; provided, however, that if the managing underwriter advises the
      Corporation that the inclusion of all Registrable Shares requested to be
      included in such registration would interfere with the successful marketing
      (including pricing) of the shares proposed to be registered, then the Primary
      Shares, Registrable Shares, and Miscellaneous Shares proposed to be included
      in
      such registration shall be included in the following
      order: (x) first, the Primary Shares; and (y) second, the Registrable Shares
      and
      Miscellaneous Shares
      sought
      to be included in the registration on a pro rata basis (based, for each holder
      of such shares, on the percentage derived by dividing (A) the number of
      Registrable Shares or Miscellaneous Shares beneficially owned by such holder
      on
      a fully diluted basis; by (B) the aggregate number of Registrable Shares and
      Miscellaneous Shares beneficially owned by all such holders on a fully diluted
      basis).

    

      
        	 	
                SECTION
                  4.

              	
                HOLDBACK
                  AGREEMENT. 

              


      

    

     

    If
      the
      Corporation at any time shall register shares of Common Stock under the
      Securities Act (including any registration pursuant to Sections 2 or 3) for
      sale
      to the public in an underwritten public offering, HWC shall not sell publicly,
      make any short sale of, grant any option for the purchase of, or otherwise
      dispose publicly of, any Common Stock (other than those shares of Common Stock
      included in such registration pursuant to Sections 2 or 3) without the prior
      written consent of the Corporation, for a period designated by the Corporation
      in writing to HWC, which period shall begin not more than 10 days prior to
      the
      date of the final prospectus pursuant to which such public offering shall be
      made and shall not last more than 90 days after the date of such final
      prospectus (but in no event longer than the period to which the Corporation
      and
      all executive officers and directors of the Corporation have agreed). The
      Corporation shall obtain the agreement of any person permitted to sell shares
      of
      Common Stock in a registration to be bound by and to comply with this Section
      4
      as if such person was a party to this Agreement. The Corporation will not seek
      to register shares that would trigger the provisions of this Section 4 for
      at
      least 90 days after the effectiveness of the Initial Shelf Registration
      Statement. Notwithstanding the foregoing, the provisions of this Section 4
      shall
      not apply to any stockholder that could then dispose of all of its Registrable
      Shares without restriction under Rule 144(k) promulgated under the
      Securities Act.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    


    
      	 	
              SECTION
                5.

            	
              PREPARATION
                AND FILING. 

            


    

     

    (a)     If
      and
      whenever the Corporation effects the registration of any Registrable Shares,
      the
      Corporation shall, as expeditiously as practicable and subject to the
      limitations set forth herein, effect such registration so as to permit the
      sale
      of the applicable Registrable Shares in accordance with the intended method
      or
      methods of distribution thereof and in conformity with any required time periods
      set forth herein, and in connection therewith (but not in limitation thereof)
      the Corporation shall:

     

    (i)     furnish,
      at least five business days before filing any Shelf Registration Statement
      that
      registers such Registrable Shares or any prospectus contained therein, or any
      amendments or supplements thereto and in connection therewith, furnish to HWC
      and to one counsel selected by HWC (such counsel is referred to herein as “HWC’s
      Counsel”), copies of all such documents proposed to be filed (it being
      understood that such five-business-day period need not apply to successive
      drafts of the same document proposed to be filed so long as such successive
      drafts are supplied to HWC’s Counsel in advance of the proposed filing by a
      period of time that is customary and reasonable under the circumstances), which
      documents will be subject to the review and comment of HWC and HWC’s Counsel,
      make such changes as are reasonably requested by HWC or HWC’s Counsel and,
      following such changes, file with the Commission such documents;

     

    (ii)     prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      (A) reasonably requested by HWC (to the extent such request relates to
      information relating to HWC); (B) necessary to keep such registration statement
      effective for the period required under this Agreement (extended by any period
      during which such registration statement or related prospectus is not available
      for sales) or until all of such Registrable Shares have been disposed of (if
      earlier); and (C) necessary to comply with the provisions of the Securities
      Act
      with respect to the sale or other disposition of such Registrable
      Shares;

     

    (iii)     notify
      in
      writing HWC’s Counsel promptly of (A) the filing or effectiveness, as
      applicable, of such registration statement or prospectus or any amendment or
      supplement thereto; (B) the receipt by the Corporation of any notification
      with
      respect to any comments by the Commission with respect to such registration
      statement or prospectus or any amendment or supplement thereto or any request
      by
      the Commission for the amending or supplementing thereof or for additional
      information with respect thereto; (C) the receipt by the Corporation of any
      notification with respect to the issuance by the Commission of any stop order
      suspending the effectiveness of such registration statement or prospectus or
      any
      amendment or supplement thereto or the initiation or threatening of any
      proceeding for that purpose; and (D) the receipt by the Corporation of any
      notification with respect to the suspension of the qualification of such
      Registrable Shares for sale in any jurisdiction or the initiation or threatening
      of any proceeding for such purposes; 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    (iv)     make
      every reasonable effort to prevent or obtain at the earliest possible moment
      the
      withdrawal of any stop order with respect to such registration statement or
      other order suspending the use of any preliminary or final
      prospectus;

     

    (v)     cooperate
      with HWC and HWC’s Counsel in connection with any filings required to be made
      with the NASD;

     

    (vi)     use
      its
      reasonable efforts to register or qualify such Registrable Shares under such
      other securities or blue sky laws of such United States jurisdictions as HWC
      may
      reasonably request and do any and all other acts and things which may be
      reasonably necessary or advisable to enable HWC to consummate the disposition
      in
      such United States jurisdictions of the Registrable Shares; provided, however,
      that the Corporation will not be required to qualify generally to do business,
      subject itself to general taxation, or consent to general service of process
      in
      any jurisdiction where it would not otherwise be required to do so but for
      this
      clause (vi) or to make any changes in its bylaws or Certificate of
      Incorporation;

     

    (vii)     furnish
      to HWC such number of copies of any prospectus, including a preliminary
      prospectus, and such other documents as HWC may reasonably request in order
      to
      facilitate the public sale or other disposition of such Registrable
      Shares;

     

    (viii)   use
      its
      reasonable efforts to cause such Registrable Shares to be registered with or
      approved by such other governmental agencies or authorities as may be necessary
      by virtue of the business and operations of the Corporation to enable HWC to
      consummate the disposition of such Registrable Shares; 

     

    (ix)    notify
      HWC on a timely basis at any time when a prospectus relating to such Registrable
      Shares is required to be delivered under the Securities Act within the
      appropriate period mentioned in clause (ii) of this Section 5(a), of the
      happening of any event as a result of which the applicable registration
      statement or the prospectus included in such registration statement, as then
      in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading (in the case of such prospectus or any preliminary
      prospectus, in light of the circumstances under which they were made) and,
      at
      the request of HWC, prepare and furnish to HWC a reasonable number of copies
      of
      a supplement to or an amendment of such prospectus or preliminary prospectus
      as
      may be necessary so that, as thereafter delivered to the offerees of such
      shares, such prospectus or preliminary prospectus shall not include an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading in
      light of the circumstances under which they were made;

     

    (x)     subject
      to the execution of customary confidentiality agreements in form and substance
      reasonably satisfactory to the Corporation, make available upon reasonable
      notice and during normal business hours, for inspection by HWC, any underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other agent retained by HWC or any underwriter
      (collectively, the “Inspectors”), all pertinent financial and other records,
      pertinent corporate documents and properties of the Corporation (collectively,
      the “Records”), as shall be reasonably necessary to enable them to exercise
      their due diligence responsibility, and cause the Corporation’s officers,
      directors and employees to supply all information (together with the Records,
      the “Information”) reasonably requested by any such Inspector in connection with
      such registration statement;

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    (xi)    use
      its
      reasonable best efforts to obtain from its independent certified public
      accountants comfort letters and bring-down comfort letters in customary form
      and
      at customary times and covering matters of the type customarily covered by
      such
      letters; 

     

    (xii)   use
      its
      reasonable best efforts to obtain from its counsel an opinion or opinions in
      customary form, at customary times and covering customary matters and naming
      HWC
      as an additional addressee or party that may rely thereon;

     

    (xiii)    use
      its
      reasonable best efforts to comply with all applicable rules and regulations
      of
      the Commission and make generally available to its securityholders consolidated
      earnings statements satisfying the provisions of Section 11(a) of the Securities
      Act and Rule 158 promulgated thereunder (or any similar rule promulgated under
      the Securities Act) no later than 45 days after the end of any 12-month period
      (or 90 days after the end of any 12-month period if such period is a fiscal
      year), commencing on the first day of the first fiscal quarter of the
      Corporation after the effective date of a registration statement, which
      statements shall cover said 12-month periods;

     

    (xiv)    provide
      a
      transfer agent and registrar (which may be the same entity and which may be
      the
      Corporation) for such Registrable Shares;

     

    (xv)     not
      later
      than the effective date of the applicable registration statement, provide a
      CUSIP number for all Registrable Shares and provide the applicable transfer
      agent with printed certificates for the Registrable Shares which certificates
      shall be in a form eligible for deposit with The Depository Trust
      Company;

     

    (xvi)     issue
      certificates evidencing any Registrable Shares to be sold pursuant to any
      registration statement contemplated by Section 2 or Section 3 hereof and not
      bearing any restrictive legends; 

     

    (xvii)    list
      such
      Registrable Shares on any national securities exchange or automated quotation
      system on which any shares of the Common Stock are listed; or, if the Common
      Stock is not listed on a national securities exchange, use its reasonable
      efforts to qualify such Registrable Shares for inclusion on the automated
      quotation system of the National Association of Securities Dealers, Inc. (the
      “NASD”), or any national securities exchange;

     

    (xviii)     in
      connection with any underwritten public offering initiated pursuant to Section
      2(a), cooperate and participate in the marketing of such offering as if such
      registration was an underwritten primary registration (including causing its
      appropriate executive officers to participate in an appropriate “road show”);
      and

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    (xix)    enter
      into such agreements (including an underwriting agreement in form, scope and
      substance as is customary in underwritten offerings, including customary lock-up
      provisions) and, whether or not the distribution is an underwritten public
      offering, take all such other actions reasonably requested by HWC or the
      underwriters, if any, to expedite or facilitate the disposition of the
      Registrable Shares. 

     

    (b)     HWC,
      upon
      receipt of any notice from the Corporation of any event of the kind described
      in
      Section 5(a)(ix) hereof, shall forthwith discontinue disposition of the
      Registrable Shares pursuant to the registration statement covering such
      Registrable Shares until its receipt of the copies of the supplemented or
      amended prospectus contemplated by Section 5(a)(ix) hereof, and, if so directed
      by the Corporation, such holder shall deliver to the Corporation all copies,
      other than permanent file copies then in such holder’s possession, of the
      prospectus covering such Registrable Shares at the time of receipt of such
      notice. 

    

      
        	 	
                SECTION
                  6.

              	
                SUSPENSION
                  PERIOD.

              


      

    

     

    (a)     Subject
      to the provisions of this Section 6 and a good faith determination by a majority
      of the Board of Directors of the Corporation that it is in the best interests
      of
      the Corporation to suspend the use of any Shelf Registration Statement following
      the effectiveness of such Shelf Registration Statement (and the filings with
      any
      international, federal or state securities commissions), the Corporation, by
      written notice to HWC, may direct HWC to suspend sales of the Registrable Shares
      pursuant to such Shelf Registration Statement for such times as the Corporation
      reasonably may determine is necessary and advisable (but in no event for more
      than 60 days in any 12-month period and in no event may the Corporation give
      such notice during the 14 days following the second business day following
      receipt by the Corporation of notice by HWC that HWC desires to promptly sell
      Registrable Shares), if the Corporation is engaged in confidential negotiations
      or other confidential business activities or upon the occurrence of an event,
      in
      each case (x) that would require additional disclosure of material non-public
      information by the Corporation in such Shelf Registration Statement (or such
      filings) not otherwise required to be disclosed under applicable law and which
      has not been so disclosed, (y) as to which the Company has a bona fide business
      purpose for preserving confidentiality, or (z) that renders the Company unable
      to comply with Commission requirements, in each case under circumstances that
      would make it impractical or inadvisable to promptly amend or supplement such
      Shelf Registration Statement on a post-effective basis, as applicable. Upon
      the
      earlier to occur of (i) the Corporation delivering to HWC an End of Suspension
      Notice, as hereinafter defined, and (ii) the end of the maximum permissible
      suspension period, the Corporation shall promptly amend or supplement such
      Shelf
      Registration Statement on a post-effective basis, if necessary, or take such
      action as is necessary to permit the resumed use of such Shelf Registration
      Statement by HWC in compliance with applicable law. The Corporation may suspend
      the effectiveness and use of any Piggyback Registration Statement at any time
      for an unlimited amount of time.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    (b)    In
      the
      case of an event that causes the Corporation to suspend the use of a
      Registration Statement (a “Suspension
      Event”), the Corporation shall give written notice (a “Suspension Notice”) to
      HWC to suspend sales of the Registrable Shares included on such Registration
      Statement, and such notice shall state that such suspension shall continue
      only
      for so long as the Suspension Event or its effect is continuing and the
      Corporation is using its best efforts and taking all reasonable steps to
      terminate suspension of the effectiveness of such Shelf Registration Statement
      as promptly as possible. HWC shall not effect any sales of the Registrable
      Shares pursuant to such Shelf Registration Statement at any time after it has
      received a Suspension Notice from the Corporation and prior to receipt of an
      End
      of Suspension Notice (as defined below) with respect to such Shelf Registration
      Statement. If so directed by the Corporation, HWC will deliver to the
      Corporation (at the expense of the Corporation) all copies other than permanent
      file copies then in HWC’s possession of the prospectus covering the Registrable
      Shares at the time of receipt of the Suspension Notice. HWC may recommence
      effecting sales of the Registrable Shares pursuant to such Shelf Registration
      Statement following further notice to such effect (an “End of Suspension
      Notice”) from the Corporation, which End of Suspension Notice shall be given by
      the Corporation to HWC in the manner described above promptly following the
      conclusion of any Suspension Event and its effect.

    

      
        	 	
                SECTION
                  7.

              	
                EXPENSES.

              


      

    

     

    All
      expenses (other than discounts, fees and commissions of underwriters, selling
      brokers, dealer managers, sales agents and similar securities industry
      professionals, expenses of HWC’s Counsel, and applicable transfer taxes, if any,
      which shall be borne by HWC) incurred by the Corporation in complying with
      this
      Agreement, including, without limitation, all registration and filing fees
      (including all expenses incident to filing with the NASD), fees and expenses
      of
      complying with securities and blue sky laws, printing expenses, and fees and
      expenses of the Corporation’s counsel and accountants shall be paid by the
      Corporation.

    

      
        	 	
                SECTION
                  8.

              	
                INDEMNIFICATION.

              


      

    

     

    (a)    The
      Corporation shall indemnify and hold harmless HWC and its officers, directors,
      employees, partners, attorneys and agents, each underwriter, broker or any
      other
      Person acting on behalf of HWC, and each other Person, if any, who controls
      (within the meaning of the Securities Act or the Exchange Act) any of the
      foregoing Persons (collectively, the “HWC Indemnified Persons”) against any
      losses, claims, damages, liabilities or expenses, joint or several (or actions
      in respect thereof), to which any HWC Indemnified Person may become subject
      under the Securities Act or otherwise, insofar as such losses, claims, damages,
      liabilities or expenses (or actions in respect thereof) arise out of or are
      based upon (i) an untrue statement or allegedly untrue statement of a material
      fact contained in the registration statement under which such Registrable Shares
      were registered under the Securities Act, any preliminary prospectus or final
      prospectus contained therein or otherwise filed with the Commission, any
      amendment or supplement thereto, any document incorporated by reference therein,
      any “issuer free writing prospectus” (as defined in Rule 433 promulgated under
      the Securities Act) or any “issuer information” filed or required to be filed
      pursuant to Rule 433(d) under the Securities Act (in each case relating to
      the
      Registrable Shares) or any other document incident to registration or
      qualification of such Registrable Shares, (ii) the omission or alleged omission
      to state therein a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading or, with respect to any preliminary
      prospectus or final prospectus, necessary to make the statements therein in
      light of the circumstances under which they were made not misleading, or (iii)
      any violation by the Corporation of the Securities Act or state securities
      or
      blue sky laws applicable to the Corporation and relating to action or inaction
      required of the Corporation in connection with such registration or
      qualification under the Securities Act or such state securities or blue sky
      laws
      (collectively, “Losses”); and shall reimburse each HWC Indemnified Person for
      any legal or other expenses reasonably incurred by any of them in connection
      with investigating or defending any such Loss; provided, however, that the
      Corporation shall not be liable in any such case to the extent that any such
      Loss (including any legal or other expenses incurred) arises out of or is based
      upon an untrue statement or allegedly untrue statement or omission or alleged
      omission made in said registration statement, preliminary prospectus, final
      prospectus, amendment, supplement, issuer free writing prospectus or document
      incident to registration or qualification of any Registrable Shares in reliance
      upon and in conformity with written information furnished to the Corporation
      by
      HWC or such underwriter, or an agent or representative thereof, specifically
      for
      use in the preparation thereof. This indemnity shall be in addition to any
      liability the Corporation may otherwise have.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    (b)   HWC
      shall
      indemnify and hold harmless the Corporation, each director of the Corporation,
      each officer of the Corporation who shall sign such registration statement
      and
      each Person who controls (within the meaning of the Securities Act or the
      Exchange Act) any of the foregoing Persons against any Loss, to the extent,
      but
      only to the extent, that such Loss is caused by any information furnished in
      writing by HWC to the Corporation specifically for inclusion in any preliminary
      prospectus relating to the Registrable Shares. The liability of HWC under this
      Section 8(b) shall in no event exceed the amount by which the proceeds received
      by HWC from sales of Registrable Shares giving rise to such obligations exceed
      the amount of any Loss that HWC has otherwise been required to pay by reason
      of
      such untrue statement or omission. This indemnity shall be in addition to any
      liability HWC may otherwise have.

     

    (c)    Promptly
      after receipt by an indemnified party (an “Indemnified Party”) of notice of the
      commencement of any action involving a claim referred to in the preceding
      paragraphs of this Section 8, such Indemnified Party will, if a claim in respect
      thereof is to be made against an indemnifying party (an “Indemnifying Party”),
      give written notice to the latter of the commencement of such action; provided,
      however, that the failure to so notify the Indemnifying Party shall not relieve
      it of any obligation or liability which it may have hereunder or otherwise
      except to the extent it is materially prejudiced by such failure. In case any
      such action is brought against an indemnified party, the Indemnifying Party
      will
      be entitled to participate in and to assume the defense thereof, jointly with
      any other Indemnifying Party similarly notified to the extent that it may wish,
      with counsel reasonably satisfactory to such Indemnified Party, and after notice
      from the Indemnifying Party to such Indemnified Party of its election so to
      assume the defense thereof, the Indemnifying Party shall not be responsible
      for
      any legal or other expenses subsequently incurred by the Indemnified Party
      in
      connection with the defense thereof (other than reasonable costs of
      investigation); provided, however, that the Indemnified Party shall have the
      right to select and employ separate counsel and to participate in the defense
      of
      such claim, but the fees and expenses of such counsel shall be at the expense
      of
      the Indemnified Party unless (A) the Indemnifying Party has agreed in writing
      to
      pay such fees or expenses, (B) the Indemnifying Party shall have failed to
      assume the defense of such claim within a reasonable time after having received
      notice of such claim from the Indemnified Party and to employ counsel reasonably
      satisfactory to the Indemnified Party, or (C) in the reasonable judgment of
      the
      Indemnified Party, based upon advice of its counsel, a conflict of interest
      may
      exist between the Indemnified Party and the Indemnifying Party with respect
      to
      such claims or the Indemnified Party has defenses separate and apart from the
      defenses of the Indemnifying Party with respect to such claims (in which case,
      if the Indemnified Party notifies the Indemnifying Party in writing that the
      Indemnified Party intends to employ separate counsel at the expense of the
      Indemnifying Party, the Indemnifying Party shall not have the right to assume
      the defense of such claim on behalf of such Person). If such defense is assumed
      by the Indemnifying Party, the Indemnifying Party shall not be subject to any
      liability for any settlement made without its consent, but such consent may
      not
      be unreasonably withheld; provided, that an Indemnifying Party shall not be
      required to consent to any settlement involving the imposition of equitable
      remedies or involving the imposition of any material obligations on such
      Indemnifying Party other than financial obligations for which such Indemnified
      Party will be indemnified hereunder. If the Indemnifying Party assumes the
      defense, the Indemnifying Party shall have the right to settle such action
      without the consent of the Indemnified Party; provided, that the Indemnifying
      Party shall be required to obtain such consent (which consent may be withheld
      in
      the Indemnified Party’s sole discretion) if the settlement includes any
      admission of wrongdoing on the part of the Indemnified Party or any equitable
      remedies or restriction on the Indemnified Party or its officers, directors
      or
      employees or if the Indemnified Party reasonably believes that the Indemnifying
      Party may not be able to satisfy its obligations thereunder. No Indemnifying
      Party shall consent to entry of any judgment or enter into any settlement which
      does not include as an unconditional term thereof the giving by the claimant
      or
      plaintiff to each Indemnified Party of an unconditional release from all
      liability in respect of such claim or litigation. The Indemnifying Party shall
      not, in connection with any proceeding or related proceedings in the same
      jurisdiction, be liable for the reasonable fees, disbursements and other charges
      of more than one separate firm admitted to practice in such jurisdiction at
      any
      one time from all Indemnified Parties unless the employment of more than one
      counsel has been authorized in writing by the Indemnifying Party, in each of
      which cases the Indemnifying Party shall be obligated to pay the reasonable
      fees
      and expenses of such additional counsel or counsels. The indemnification
      provided for under this Agreement shall remain in full force and effect
      regardless of any investigation made by or an behalf of the Indemnified Party
      or
      any officer, director or controlling Person of such Indemnified Party and shall
      survive the transfer of securities.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    (d)   If
      the
      indemnification provided for in this Section 8 is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      Loss
      or is insufficient to hold it harmless as contemplated by Section 8(a) or
      Section 8(b), then the Indemnifying Party, in lieu of indemnifying such
      Indemnified Party hereunder, shall contribute to the amounts paid or payable
      by
      such Indemnified Party as a result of such Loss in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such Loss as well as any other relevant equitable
      considerations. The relative fault of the Indemnifying Party and of the
      Indemnified Party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission or alleged omission to state a material fact relates to information
      supplied by the Indemnifying Party or by the Indemnified Party and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such statement or omission. Notwithstanding anything in this Section
      8(d) to the contrary, no Indemnifying Party (other than the Corporation) shall
      be required pursuant to this Section 8(d) to contribute any amount in excess
      of
      the amount by which the net proceeds received by such Indemnifying Party from
      the sale of Registrable Shares in the offering to which the Losses of the
      Indemnified Parties relate exceed the amount of any damages that such
      Indemnifying Party has otherwise been required to pay by reason of such untrue
      statement or omission. The parties hereto agree that it would not be just and
      equitable if contribution pursuant to this Section 8(d) were determined by
      pro
      rata allocation or by any other method of allocation that does not take account
      of the equitable considerations referred to in the third preceding sentence.
      No
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from any Person
      who was not guilty of such fraudulent misrepresentation. If indemnification
      is
      available under this Section 8, the Indemnifying Parties shall indemnify each
      Indemnified Party to the full extent provided in Sections 8(a) and 8(b) hereof
      without regard to the relative fault of said Indemnifying Parties or Indemnified
      Party.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    

      
        	 	
                SECTION
                  9.

              	
                UNDERWRITING
                  AGREEMENT. 

              


      

      
         

        Notwithstanding
          the provisions of Section 8, to the extent that HWC shall enter into an
          underwriting or similar agreement, which agreement contains provisions
          covering
          one or more issues addressed in such Section, the provisions contained
          in such
          agreement addressing such issue or issues shall control with respect to
          HWC and
          the other parties to such agreement; provided, however, that any such agreement
          to which the Corporation is not a party shall not be binding upon the
          Corporation. 

      

    

    

      
        	 	
                SECTION
                  10.

              	
                SELECTION
                  OF UNDERWRITER.

              


      

    

     

    If
      any of
      the Registrable Shares covered by any Shelf Registration Statement are to be
      sold in a Traditional Underwritten Public Offering, the investment banker or
      bankers and manager or managers that will manage the offering will be selected
      by HWC with the consent of the Corporation, which consent shall not be
      unreasonably withheld.

    

      
        	 	
                SECTION
                  11.

              	
                INFORMATION
                  FROM HWC.

              


      

      
         

        HWC
          shall
          furnish to the Corporation such written information regarding HWC and the
          distribution proposed by HWC as the Corporation may reasonably request
          in
          writing and as shall be reasonably required in connection with any registration,
          qualification or compliance referred to in this
          Agreement.

      

    

     

    
      	 	
              SECTION
                12.

            	
              EXCHANGE
                ACT COMPLIANCE. 

            


    

     

    The
      Corporation shall comply with all of the reporting requirements of the Exchange
      Act required to be complied with by it and shall comply with all other public
      information reporting requirements of the Commission required to be complied
      with by it which are conditions to the availability of Rule 144 for the sale
      of
      the Common Stock. The Corporation shall cooperate with HWC in supplying such
      information as may be necessary for HWC to complete and file any information
      reporting forms presently or hereafter required by the Commission as a condition
      to the availability of Rule 144. 

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    
      	 	
              SECTION
                13.

            	
              MERGERS,
                ETC. 

            


    

     

    The
      Corporation shall not, directly or indirectly, enter into any merger,
      consolidation or reorganization in which the Corporation shall not be the
      surviving corporation unless the surviving corporation shall, prior to such
      merger, consolidation or reorganization, agree in writing to assume the
      obligations of the Corporation under this Agreement, and for that purpose
      references hereunder to “Registrable Shares” shall be deemed to include the
      shares of common stock or other securities, if any, which HWC would be entitled
      to receive in exchange for the Registrable Shares under any such merger,
      consolidation or reorganization, provided that, to the extent HWC receives
      securities that are by their terms convertible into shares of common stock
      or
      other securities of the issuer thereof, then any such shares of common stock
      or
      other securities as are issued or issuable upon conversion of said convertible
      securities shall be included within the definition of “Registrable
      Shares.”

     

    
      	 	
              SECTION
                14.

            	
              NO
                CONFLICT OF RIGHTS. 

            


    

     

    The
      Corporation shall not, after the date hereof, grant any registration rights
      which conflict with or are superior to the registration rights granted hereby.
      

     

    
      	 	
              SECTION
                15.

            	
              TERMINATION. 

            


    

     

    This
      Agreement shall terminate and be of no further force or effect when there shall
      no longer be any securities outstanding that meet the definition of “Registrable
      Shares”; provided, however, that Sections 7, 8, 20 and 24 shall not be so
      terminated but shall survive without limitation. 

     

    
      	 	
              SECTION
                16.

            	
              SUCCESSORS
                AND ASSIGNS. 

            


    

     

    This
      Agreement shall bind and inure to the benefit of the Corporation and HWC and,
      subject to Section 17, the respective successors and assigns of the Corporation
      and HWC.

     

    
      	 	
              SECTION
                17.

            	
              ASSIGNMENT. 

            


    

     

    HWC
      may
      assign its rights hereunder to any transferee of Registrable Shares constituting
      5% or more of the outstanding Common Stock of the Corporation at the time of
      such transfer; provided, however, that such transferee shall, as a condition
      to
      the effectiveness of such assignment, be required to execute a counterpart
      to
      this Agreement agreeing to be treated as a party to this Agreement, whereupon
      such transferee shall have the benefits of and shall be subject to the
      restrictions contained in this Agreement as if such transferee had originally
      been a party hereto.

     

    
      	 	
              SECTION
                18.

            	
              SEVERABILITY. 

            


    

     

    It
      is the
      desire and intent of the parties hereto that the provisions of this Agreement
      be
      enforced to the fullest extent permissible under the laws and public policies
      applied in each jurisdiction in which enforcement is sought. Accordingly, if
      any
      particular provision of this Agreement shall be adjudicated by a court of
      competent jurisdiction to be invalid, prohibited or unenforceable for any
      reason, such provision, as to such jurisdiction, shall be ineffective, without
      invalidating the remaining provisions of this Agreement or affecting the
      validity or enforceability of this Agreement or affecting the validity or
      enforceability of such provision in any other jurisdiction. Notwithstanding
      the
      foregoing, if such provision could be more narrowly drawn so as not to be
      invalid, prohibited or unenforceable in such jurisdiction, it shall, as to
      such
      jurisdiction, be so narrowly drawn, without invalidating the remaining
      provisions of this Agreement or affecting the validity or enforceability of
      such
      provision in any other jurisdiction.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    
      	 	
              SECTION
                19.

            	
              ENTIRE
                AGREEMENT.

            


    

     

    This
      Agreement, the Merger Agreement, and the other writings referred to herein
      or
      delivered pursuant hereto, contain the entire agreement among the parties with
      respect to the subject matter thereof and supersede all prior and
      contemporaneous arrangements or understandings with respect thereto.


     

    
      	 	
              SECTION
                20.

            	
              NOTICES. 

            


    

     

    All
      communications hereunder to any party shall be deemed to be sufficient if
      contained in a written instrument delivered in person or sent by facsimile
      transmission (with receipt confirmed), nationally-recognized overnight courier
      or first class registered or certified mail, return receipt requested, postage
      prepaid, addressed to such party at its address below or such other address
      as
      such party may hereafter designate in writing: 

    

      
        	 	
                (a)

              	
                if
                  to the Corporation, to:

              


      

       

      
        	 	
                Boots
                  & Coots International Well Control,
                  Inc.

              


      

      
        	 	
                11615
                  N. Houston Rosslyn

              


      

      
        	 	
                Houston,
                  Texas 77086

              


      

      
        	 	
                Attention:
                  General Counsel

              


      

      
        	 	
                Telephone:
                  (281)
                  931-8884

              


      

      
        	 	
                Facsimile:
                  

              


      

      


      
        	 	
                (b)

              	
                with
                  a copy (which shall not constitute notice)
                  to:

              


      

       

      
        	 	
                Thompson
                  & Knight LLP

              


      

      
        	 	
                333
                  Clay Street, Suite 3300

              


      

      
        	 	
                Houston,
                  Texas 77002

              


      

      
        	 	
                Attention:
                  William T. Heller, IV

              


      

      
        	 	
                Telephone:
                  (713) 951-5807

              


      

      
        	 	
                Facsimile:
                  (713) 654-1871

              


      

      


      
        	 	
                (c)

              	
                if
                  to HWC, to:

              


      

       

      
        	 	
                HWC
                  Energy Services, Inc.

              


      

      
        	 	
                333
                  Clay Street, Suite 4620

              


      

      
        	 	
                Houston,
                  Texas 77002

              


      

      
        	 	
                Attention:
                  Cindy B. Taylor

              


      

      
        	 	
                Telephone:
                  (713) 652-0582

              


      

      
        	 	
                Facsimile:
                  (713) 652-0499

              


      


      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      


      
        	 	
                (d)

              	
                with
                  copies (which shall not constitute notice)
                  to:

              


      

      


      
        	 	
                Oil
                  States International, Inc.

              


      

      
        	 	
                13111
                  Northwest Freeway, Suite 200

              


      

      
        	 	
                Houston,
                  Texas 77040

              


      

      
        	 	
                Attention:
                  Vice President - Legal

              


      

      
        	 	
                Telephone:
                  (713) 510-2436

              


      

      
        	 	
                Facsimile:
                  (713) 510-2222

              


      

      


      
        	 	
                and

              


      

      


      
        	 	
                Vinson
                  & Elkins LLP

              


      

      
        	 	
                1001
                  Fannin Street, Suite 2300

              


      

      
        	 	
                Houston, TX 77002

              


      

      
        	 	
                Attention:
                  Scott N. Wulfe

              


      

      
        	 	
                Telephone:
                  (713) 758-2750

              


      

      
        	 	
                Facsimile:
                  (713) 615-5637

              


      

    

     

    All
      such
      notices, requests, consents and other communications shall be deemed to have
      been delivered (i) in the case of personal delivery, on the date of such
      delivery, (ii) in the case of delivery by facsimile transmission, on the date
      of
      confirmation of receipt, (iii) in the case of dispatch by nationally-recognized
      overnight courier, on the next business day following such dispatch and (iv)
      in
      the case of mailing, on the third business day after the posting
      thereof.

    

      
        	 	
                SECTION
                  21.

              	
                MODIFICATIONS;
                  AMENDMENTS; WAIVERS. 

              


      

       

    

    The
      terms
      and provisions of this Agreement may not be modified or amended, nor may any
      provision be waived, except pursuant to a writing signed by the Corporation
      and
      HWC. 

    

      
        	 	
                SECTION
                  22.

              	
                COUNTERPARTS;
                  FACSIMILE SIGNATURES. 

              


      

       

    

    This
      Agreement may be executed in any number of counterparts, and each such
      counterpart hereof shall be deemed to be an original instrument, but all such
      counterparts together shall constitute but one agreement. Facsimile counterpart
      signatures to this Agreement shall be acceptable at the Closing (as defined
      in
      the Merger Agreement) if the originally executed counterpart is delivered within
      a reasonable period thereafter.

    

      
        	 	
                SECTION
                  23.

              	
                HEADINGS. 

              


      

    

     

    The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be a part of this
      Agreement. 

     

    
      	 	
              SECTION
                24.

            	
              GOVERNING
                LAW; JURISDICTION.

            


    

     

    (a)    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware applicable to contracts made and to be performed wholly
      therein.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    


    (b)    The
      parties hereto agree that the appropriate, exclusive and convenient forum for
      any disputes between any of the parties hereto arising out of this Agreement
      or
      the transactions contemplated hereby shall be in any state or federal court
      in
      Houston, Texas, and each of the parties hereto irrevocably submits to the
      jurisdiction of such courts solely in respect of any legal proceeding arising
      out of or related to this Agreement. The parties further agree that the parties
      shall not bring suit with respect to any disputes arising out of this Agreement
      or the transactions contemplated hereby in any court or jurisdiction other
      than
      the above specified courts; provided,
      however,
      that
      the foregoing shall not limit the rights of the parties to obtain execution
      of
      judgment in any other jurisdiction. The parties further agree, to the extent
      permitted by law, that a final and unappealable judgment against a party in
      any
      action or proceeding contemplated above shall be conclusive and may be enforced
      in any other jurisdiction within or outside the United States by suit on the
      judgment, a certified or exemplified copy of which shall be conclusive evidence
      of the fact and amount of such judgment. Except to the extent that a different
      determination or finding is mandated due to the applicable law being that of
      a
      different jurisdiction, the parties agree that all judicial determinations
      or
      findings by a state or federal court in Houston, Texas with respect to any
      matter under this Agreement shall be binding.

     

    (c)    To
      the
      extent that any Party hereto has or hereafter may acquire any immunity from
      jurisdiction of any court or from any legal process (whether through service
      or
      notice, attachment prior to judgment, attachment in aid of execution, execution
      or otherwise) with respect to itself or its property, each such party hereby
      irrevocably (i) waives such immunity in respect of its obligations with respect
      to this Agreement and (ii) submits to the personal jurisdiction of any court
      described in Section 24(b).

     

    (d)    THE
      PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL
      BY
      JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS
      AGREEMENT.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, THE undersigned have duly executed this Registration Rights
      Agreement as of the date first written above. 

     

    
      	 	
              BOOTS
                & COOTS INTERNATIONAL WELL CONTROL, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	
              HWC
                ENERGY SERVICES, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    -17-