exv10w1






Exhibit 10.1




Execution Version




REGISTRATION RIGHTS AGREEMENT




BY AND AMONG



CONCHO RESOURCES INC.



AND



THE PURCHASERS NAMED HEREIN



 









 





REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
October 7, 2010 by and among Concho Resources Inc., a Delaware corporation (“Concho”), and
the purchasers named in Schedule A to this Agreement (each such purchaser a “Purchaser”
and, collectively, the “Purchasers”).



     WHEREAS, this Agreement is made in connection with the Closing of the issuance and sale of the
Purchased Common Stock pursuant to the Common Stock Purchase Agreement, dated as of July 19, 2010,
by and among Concho and the Purchasers (the “Purchase Agreement”);



     WHEREAS, Concho has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Purchasers pursuant to the Purchase Agreement; and



     WHEREAS, it is a condition to the obligations of each Purchaser and Concho under the Purchase
Agreement that this Agreement be executed and delivered.



     NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party hereto, the parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the
Purchase Agreement. The terms set forth below are used herein as so defined:



     “Agreement” has the meaning specified therefor in the introductory paragraph.



     “Concho” has the meaning specified therefor in the introductory paragraph.



     “Effectiveness Period” has the meaning specified therefor in Section 2.01(a)(i) of
this Agreement.



     “File Date” has the meaning specified in Section 2.01(a)(1) of this Agreement.



     “Holder” means the record holder of any Registrable Securities.



     “Liquidated Damages” has the meaning specified therefor in Section 2.01(a)(ii) of this
Agreement.



     “Liquidated Damages Multiplier” means the product of $45.30 times the number of shares
of Common Stock purchased by such Purchaser.



     “Losses” has the meaning specified therefor in Section 2.07(a) of this Agreement.



     “Managing Underwriter” means, with respect to any Underwritten Offering, the
book-running lead manager(s) of such Underwritten Offering.



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     “Placement Agent” means Merrill, Lynch, Pierce, Fenner & Smith Incorporated.



     “Primary Offering” has the meaning specified therefor in Section 2.03(o) of this
Agreement.



     “Purchase Agreement” has the meaning specified therefor in the Recitals of this
Agreement.



     “Purchaser” and “Purchasers” have the meanings specified therefor in the
introductory paragraph of this Agreement.



     “Registrable Securities” means: (i) the Purchased Common Stock and (ii) any shares of
Common Stock issued as Liquidated Damages pursuant to this Agreement, all of which Registrable
Securities are subject to the rights provided herein until such rights terminate pursuant to the
provisions hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.06(a) of this
Agreement.



     “Registration Statement” has the meaning specified therefor in Section 2.01(a)(i) of
this Agreement.



     “Selling Expenses” has the meaning specified therefor in Section 2.06(a) of this
Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.



     “Underwritten Offering” means an offering (including an offering pursuant to a
Registration Statement) in which shares of Common Stock are sold to an underwriter on a firm
commitment basis for reoffering to the public or an offering that is a “bought deal” with one or
more investment banks.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a Registrable Security when: (a) a registration
statement covering such Registrable Security has been declared or deemed effective by the
Commission and such Registrable Security has been sold or disposed of pursuant to such effective
registration statement; (b) such Registrable Security has been disposed of pursuant to any section
of Rule 144 (or any similar provision then in force) under the Securities Act; (c) such Registrable
Security can be disposed of pursuant to Rule 144(b) (or any similar provision then in force) under
the Securities Act; (d) such Registrable Security is held by Concho or one of its Subsidiaries; or
(e) such Registrable Security has been sold in a private transaction in which the transferor’s
rights under this Agreement are not assigned to the transferee of such securities.



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ARTICLE II

REGISTRATION RIGHTS




     Section 2.01 Registration.



          (a) Registration.



               (i) Deadline To Go Effective. Within 90 days of the Closing (the “File Date”), Concho
shall prepare and file a registration statement under the Securities Act to permit the resale of
the Registrable Securities from time to time, including as permitted by Rule 415 under the
Securities Act (or any similar provision then in force) under the Securities Act with respect to
all of the Registrable Securities (the “Registration Statement”). A Registration Statement
filed pursuant to this Section 2.01 shall be on such appropriate registration form of the
Commission as shall be selected by Concho. Concho will use its commercially reasonable efforts to
cause the Registration Statement filed pursuant to this Section 2.01 to be continuously effective
under the Securities Act until the earlier of (i) the date as of which all such Registrable
Securities are sold by the Purchasers or (ii) the date when such Registrable Securities become
eligible for resale under Rule 144(b) (or any similar provision then in force) under the Securities
Act (the “Effectiveness Period”). The Registration Statement when declared or deemed
effective by the Commission (including the documents incorporated therein by reference) shall
comply as to form with all applicable requirements of the Securities Act and the Exchange Act and
shall not contain 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.



               (ii) Failure To Go Effective. If the Registration Statement required by Section 2.01 of this
Agreement is not declared effective within 30 days after the File Date, then each Purchaser shall
be entitled to a payment with respect to the Purchased Common Stock of each such Purchaser, as
liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day
period for the first 30 days following the 30th day after the File Date, increasing by
an additional 0.25% of the Liquidated Damages Multiplier per 30-day period for each subsequent 30
days, up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day period (the
“Liquidated Damages”). Initially there shall be no limitation on the aggregate amount of
the Liquidated Damages payable by Concho under this Agreement to each Purchaser; provided, however,
that if there is a change in the Law or accounting principles generally accepted in the United
States that would result in the Purchased Common Stock being treated as debt securities instead of
equity securities for purposes of Concho’s financial statements, then the aggregate amount of the
Liquidated Damages payable by Concho under this Agreement to each Purchaser shall not exceed the
maximum amount of the Liquidated Damages Multiplier with respect to such Purchaser allowed for the
Purchased Common Stock not to be treated as debt securities for purposes of Concho’s financial
statements. The Liquidated Damages payable pursuant to the immediately preceding sentence, accrued
on a daily basis, shall be payable within ten (10) Business Days of the end of each such 30-day
period. Any Liquidated Damages shall be paid to each Purchaser in cash or immediately available
funds; provided, however, if Concho certifies that it is unable to pay Liquidated Damages in cash
or immediately available funds because such payment would result in a breach under any of Concho’s
or Concho’s Subsidiaries’ credit facilities or other indebtedness filed as exhibits to the Concho
SEC Documents, then, to the extent not payable in cash, Concho may pay the Liquidated Damages in



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kind in the form of the issuance of additional shares of Common Stock. Upon any issuance of
Common Stock as Liquidated Damages, Concho shall promptly prepare and file an amendment to the
Registration Statement prior to its effectiveness adding such Common Stock to such Registration
Statement as additional Registrable Securities. The determination of the amount of Common Stock to
be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the
volume weighted average closing price of the Common Stock (as reported by The New York Stock
Exchange) for the ten (10) trading days immediately preceding the date on which the Liquidated
Damages payment is due. The payment of Liquidated Damages to a Purchaser shall cease at such time
as the Purchased Common Stock of such Purchaser cease to be Registrable Securities pursuant to
Section 1.02 of this Agreement. As soon as practicable following the date that the Registration
Statement becomes effective, but in any event within two Business Days of such date, Concho shall
provide the Purchasers with written notice of the effectiveness of the Registration Statement.



               (iii) Waiver of Liquidated Damages. Concho may request a waiver of its obligation to pay any
Liquidated Damages, which may be granted or withheld by the consent of the Holders of a majority of
the Purchased Common Stock, taken as a whole, in their sole discretion. A Purchaser’s rights (and
any transferee’s rights pursuant to Section 2.09 of this Agreement) under this Section 2.01 other
than Liquidated Damages owing but not yet paid shall terminate at such time as the Purchased Common
Stock of such Purchaser cease to be Registrable Securities pursuant to Section 1.02 of this
Agreement.



          (b) Delay Rights. Notwithstanding anything to the contrary contained herein, Concho
may, upon written notice to any Selling Holder whose Registrable Securities are included in the
Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the
Registration Statement (in which event the Selling Holder shall discontinue sales of the
Registrable Securities pursuant to the Registration Statement, but such Selling Holder may settle
any such sales of Registrable Securities) if (i) Concho is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and Concho determines in good faith that
Concho’s ability to pursue or consummate such a transaction would be materially adversely affected
by any required disclosure of such transaction in the Registration Statement or (ii) Concho has
experienced some other material non-public event the disclosure of which at such time, in the good
faith judgment of Concho, would materially adversely affect Concho; provided, however, in no event
shall the Purchasers be suspended for a period that exceeds an aggregate of 60 days in any 180-day
period or 120 days in any 365-day period. Upon disclosure of such information or the termination
of the condition described above, Concho shall provide prompt notice to the Selling Holders whose
Registrable Securities are included in the Registration Statement, shall promptly terminate any
suspension of sales it has put into effect and shall take such other actions to permit registered
sales of Registrable Securities as contemplated in this Agreement.



          (c) Additional Rights to Liquidated Damages. During the Effectiveness Period, if (i)
the Holders shall be prohibited from selling their Registrable Securities under the Registration
Statement as a result of a suspension pursuant to Section 2.01(b) of this Agreement in excess of
the periods permitted therein or (ii) the Registration Statement is filed and declared effective
but shall thereafter cease to be effective or fail to be usable for its intended purpose without
being succeeded by a post-effective amendment to the Registration Statement, a



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supplement to the prospectus or a report filed with the Commission pursuant to Section 13(a),
13(c), 14 or l5(d) of the Exchange Act, then, until the suspension is lifted or a post-effective
amendment, supplement or report is filed with the Commission, but not including any day on which a
suspension is lifted or such amendment, supplement or report is filed and declared effective, if
applicable, Concho shall owe the Holders an amount equal to the Liquidated Damages, following (x)
the date on which the suspension period exceeded the permitted period under 2.01(b) of this
Agreement or (y) the day after the Registration Statement ceased to be effective or failed to be
useable for its intended purposes, as liquidated damages and not as a penalty. For purposes of
this Section 2.01(c), a suspension shall be deemed lifted on the date that notice that the
suspension has been lifted is delivered to the Holders pursuant to Section 3.01 of this Agreement.



     Section 2.02 Underwritten Offering. Any one or more Holders that collectively hold
greater than $100 million of Registrable Securities, based on the purchase price per share of
Common Stock under the Purchase Agreement, may deliver written notice to Concho that such Holders
wish to dispose of an aggregate of at least $100 million of Registrable Securities, based on the
purchase price per share of Common Stock under the Purchase Agreement, in an Underwritten Offering.
Upon receipt of any such written request, Concho shall retain underwriters, effect such sale
though an Underwritten Offering, including entering into an underwriting agreement in customary
form with the Managing Underwriter, which shall include, among other provisions, indemnities to the
effect and to the extent provided in Section 2.07, and take all reasonable and customary actions as
are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition
of such Registrable Securities; provided, however, Concho management shall not be required to
participate in any roadshow or similar marketing effort on behalf of any such Holder; provided,
further, that Concho shall not be required to effect more than two (2) Underwritten Offerings
pursuant to this Section 2.02, and the Holders shall be limited to one Underwritten Offering
request in any 365 day period. Additionally, Concho shall notify all Holders of Registrable
Securities of the demand no later than ten (10) days after receipt thereof. Such Holders shall be
permitted to participate in the Underwritten Offering.



     Section 2.03 Sale Procedures. In connection with its obligations under this Article II, Concho will, as expeditiously as
possible:



          (a) prepare and file with the Commission such amendments and supplements to the Registration
Statement and the prospectus used in connection therewith as may be necessary to keep the
Registration Statement effective for the Effectiveness Period and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of all securities covered
by the Registration Statement;



          (b) if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering from the Registration Statement and the Managing Underwriter at any time
shall notify Concho in writing that, in the sole judgment of such Managing Underwriter, inclusion
of detailed information to be used in such prospectus supplement is of material importance to the
success of the Underwritten Offering of such Registrable Securities,
use its commercially reasonable efforts to include such information in such prospectus
supplement;



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          (c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Registration Statement or any other registration statement contemplated by this
Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete
drafts of all such documents proposed to be filed (including exhibits to the extent then required
by the rules and regulations of the Commission), and provide each such Selling Holder the
opportunity to object to any information pertaining to such Selling Holder and its plan of
distribution that is contained therein and make the corrections reasonably requested by such
Selling Holder with respect to such information prior to filing the Registration Statement or such
other registration statement or supplement or amendment thereto, and (ii) an electronic copy of the
Registration Statement or such other registration statement and the prospectus included therein and
any supplements and amendments thereto in order to facilitate the public sale or other disposition
of the Registrable Securities covered by such Registration Statement or other registration
statement;



          (d) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Registration Statement or any other registration statement
contemplated by this Agreement under the securities or “blue sky” laws of such jurisdictions as the
Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall
reasonably request; provided, however, that Concho will not be required to qualify generally to
transact business in any jurisdiction where it is not then required to so qualify or to take any
action which would subject it to general service of process in any such jurisdiction where it is
not then so subject;



          (e) promptly notify each Selling Holder and each underwriter of Registrable Securities, at any
time when a prospectus relating thereto is required to be delivered by any of them under the
Securities Act, of (i) the filing of the Registration Statement or any other registration statement
contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement
or any other registration statement or any post-effective amendment thereto, when the same has
become effective; and (ii) any written comments from the Commission with respect to any filing
referred to in clause (i) and any written request by the Commission for amendments or supplements
to the Registration Statement or any other registration statement or any prospectus or prospectus
supplement thereto;



          (f) immediately notify each Selling Holder and each underwriter of Registrable Securities, at
any time when a prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the happening of any event as a result of which the prospectus or prospectus supplement
contained in the Registration Statement or any other registration statement contemplated by this
Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing; (ii) the issuance or threat of issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or
any other registration statement contemplated by this Agreement, or the initiation of any
proceedings for that purpose; or (iii) the receipt by Concho of
any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any jurisdiction.
Following the provision of such notice, Concho agrees to as promptly as practicable amend or
supplement the



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prospectus or prospectus supplement or take other appropriate action so that the
prospectus or prospectus supplement does 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 the light of the circumstances then existing and to take such other action as is
necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;



          (g) upon request and subject to appropriate confidentiality obligations, furnish to each
Selling Holder copies of any and all transmittal letters or other correspondence with the
Commission or any other Governmental Authority relating to such offering of Registrable Securities;



          (h) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for Concho dated the date of the closing under the underwriting agreement and (ii) “cold comfort”
letters, dated the pricing date of such Underwritten Offering and bring-down letters of like kind
dated the date of the closing under the underwriting agreement, in each case as applicable, signed
by (x) counsel for Concho, (y) the independent public accountants who have certified Concho’s
financial statements and (z) the independent reserve engineers who have reviewed Concho’s reserves,
as applicable; each of the opinion and the “cold comfort” letters shall be in customary form and
covering substantially the same matters with respect to such Underwritten Offering as are
customarily covered in opinions of issuer’s counsel and in accountants’ and reserve engineers’
letters delivered to the underwriters in Underwritten Offerings of securities and such other
matters as such underwriters or Selling Holders may reasonably request;



          (i) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;



          (j) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and Concho personnel as is reasonable and customary to enable
such parties to establish a due diligence defense under the Securities Act; provided, however, that
Concho need not disclose any such information to any such representative unless and until such
representative has entered into or is otherwise subject to a confidentiality agreement with Concho
satisfactory to Concho (including any confidentiality agreement referenced in Section 8.05 of the
Purchase Agreement);



          (k) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange on which similar securities issued by Concho are then listed;



          (l) use its commercially reasonable efforts to cause the Registrable Securities 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 Concho to enable the Selling Holders to
consummate the disposition of such Registrable Securities;

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          (m) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and



          (n) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities.



          (o) Concho agrees that, if any Purchaser could reasonably be deemed to be an “underwriter,” as
defined in Section 2(a)(11) of the Securities Act, in connection with any Registration Statement
covered by Section 2.01, and any amendment or supplement thereof (any such registration statement
or amendment or supplement a “Primary Offering”), then Concho will cooperate with such
Purchaser in allowing such Purchaser to conduct customary “underwriter’s due diligence” with
respect to Concho and satisfy its obligations in respect thereof. In addition, at any Purchaser’s
request, Concho will furnish to such Purchaser, on the date of the effectiveness of any Primary
Offering and thereafter from time to time on such dates as such Purchaser may reasonably request,
(i) a letter, dated such date, from Concho’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an
underwritten public offering, addressed to such Purchaser, (ii) a letter, dated such date, from
Concho’s independent reserve engineers in form and substance as is customarily given by independent
reserve engineers in an underwritten public offering, addressed to such Purchaser, and (iii) an
opinion, dated as of such date, of counsel representing Concho for purposes of such Primary
Offering, in form, scope and substance as is customarily given in an underwritten public offering,
including a standard “10b-5” opinion for such offering, addressed to such Purchaser. Concho will
also permit legal counsel to such Purchaser to review and comment upon any such Primary Offering at
least five Business Days prior to its filing with the Commission and all amendments and supplements
to any such Primary Offering within a reasonable number of days prior to their filing with the
Commission and not file any Primary Offering or amendment or supplement thereto in a form to which
such Purchaser’s legal counsel reasonably objects in writing.



     Each Selling Holder, upon receipt of notice from Concho of the happening of any event of the
kind described in Section 2.03(e) of this Agreement, shall forthwith discontinue disposition of the
Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 2.03(e) of this Agreement or until it is advised in
writing by Concho that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings incorporated by reference in the prospectus, and, if so directed
by Concho, such Selling Holder will, or will request the managing underwriter or underwriters, if
any, to deliver to Concho (at Concho’s expense) all copies in their possession or control, other
than permanent file copies then in such Selling Holder’s possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.



     If requested by a Purchaser, Concho shall: (i) as soon as practicable incorporate in a
prospectus supplement or post-effective amendment such information as such Purchaser
reasonably requests to be included therein relating to the sale and distribution of
Registrable Securities, including information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the



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Registrable Securities to be sold in such offering; (ii) as soon as practicable make all
required filings of such prospectus supplement or post-effective amendment after being notified of
the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii)
as soon as practicable, supplement or make amendments to any Registration Statement.



     Section 2.04 Cooperation by Holders. Concho shall have no obligation to include in the Registration Statement Common Stock of a
Holder who has failed to timely furnish such information that, in the opinion of counsel to Concho,
is reasonably required for the registration statement or prospectus supplement, as applicable, to
comply with the Securities Act.



     Section 2.05 Restrictions on Public Sale by Holders of Registrable Securities. For a period of 365 days from the Closing Date, each Holder of Registrable Securities who is
included in the Registration Statement agrees not to effect any public sale or distribution of the
Registrable Securities during the 30-day period following completion of an Underwritten Offering of
equity securities by Concho; provided, however, that the duration of the foregoing restrictions
shall be no longer than the duration of the shortest restriction generally imposed by the
underwriters on the officers or directors or any other Common Stockholder of Concho on whom a
restriction is imposed in connection with such public offering. In addition, the provisions of
this Section 2.05 shall not apply with respect to a Holder that owns less than $10 million of
Purchased Common Stock, based on the Commitment Amounts.



     Section 2.06 Expenses.



          (a) Certain Definitions. “Registration Expenses” means all expenses incident
to Concho’s performance under or compliance with this Agreement to effect the registration of
Registrable Securities on the Registration Statement pursuant to Section 2.01 hereof or an
Underwritten Offering covered under this Agreement, and the disposition of such securities,
including, without limitation, all registration, filing, securities exchange listing and The New
York Stock Exchange fees, all registration, filing, qualification and other fees and expenses of
complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority,
Inc. and fees of transfer agents and registrars, all word processing, duplicating and printing
expenses and the fees and disbursements of counsel and independent public accountants for Concho,
including the expenses of any special audits or “cold comfort” letters required by or incident to
such performance and compliance. “Selling Expenses” means all underwriting fees, discounts
and selling commissions allocable to the sale of the Registrable Securities.



          (b) Expenses. Concho will pay all reasonable Registration Expenses as determined in
good faith, including, in the case of an Underwritten Offering, whether or not any sale is made
pursuant to such Underwritten Offering. In addition, except as otherwise provided in Section 2.08
hereof, Concho shall not be responsible for legal fees incurred by Holders in
connection with the exercise of such Holders’ rights hereunder. Each Selling Holder shall pay
all Selling Expenses in connection with any sale of its Registrable Securities hereunder.




     Section 2.07 Indemnification.



          (a) By Concho. In the event of an offering of any Registrable Securities under the
Securities Act pursuant to this Agreement, Concho will indemnify and hold harmless each



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Selling
Holder thereunder, its officers, members, managers, directors, employees, agents and other
representatives, and each underwriter, pursuant to the applicable underwriting agreement with such
underwriter, of Registrable Securities thereunder and each Person, if any, who controls such
Selling Holder or underwriter within the meaning of the Securities Act and the Exchange Act, and
its officers, members, managers, directors, employees, agents and other representatives, against
any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and
expenses) (collectively, “Losses”), joint or several, to which such Selling Holder,
officer, member, manager, director, employee, agent, other representative, underwriter or
controlling Person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in the Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary prospectus, free writing prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of a prospectus, in light of the
circumstances under which they were made) not misleading, and will reimburse each such Selling
Holder, its directors and officers, each such underwriter and each such controlling Person for any
legal or other expenses reasonably incurred by them in connection with investigating or defending
any such Loss or actions or proceedings; provided, however, that Concho will not be liable in any
such case if and to the extent that any such Loss arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in strict conformity
with information furnished by such Selling Holder, its directors or officers or any underwriter or
controlling Person in writing specifically for use in the Registration Statement or such other
registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of such Selling Holder
or any such Selling Holder, its directors or officers or any underwriter or controlling Person, and
shall survive the transfer of such securities by such Selling Holder.



          (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless Concho, its directors and officers, and each Person, if any, who
controls Concho within the meaning of the Securities Act or of the Exchange Act, and its directors
and officers, to the same extent as the foregoing indemnity from Concho to the Selling Holders, but
only with respect to information regarding such Selling Holder furnished in writing by or on behalf
of such Selling Holder expressly for inclusion in the Registration Statement or any preliminary
prospectus or final prospectus included therein, or any amendment or supplement thereto; provided,
however, that the liability of each Selling Holder shall not be greater in amount than the dollar
amount of the net proceeds received by such Selling Holder from the sale of the Registrable
Securities giving rise to such indemnification.



          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.07. In any action brought
against any indemnified party, it shall notify the indemnifying party of the commencement thereof.
The indemnifying party shall be entitled to participate in and, to the



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extent it shall wish, to
assume and undertake the defense thereof 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 and undertake the defense thereof, the indemnifying party shall not be liable to such
indemnified party under this Section 2.07 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that, (i) if the
indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the
indemnified party or (ii) if the defendants in any such action include both the indemnified party
and the indemnifying party and counsel to the indemnified party shall have concluded that there may
be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, or if the interests of the indemnified party reasonably
may be deemed to conflict with the interests of the indemnifying party, then the indemnified party
shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be reimbursed by the
indemnifying party as incurred. Notwithstanding any other provision of this Agreement, the
indemnifying party shall not settle any indemnified claim without the consent of the indemnified
party, unless the settlement thereof imposes no liability or obligation on, and includes a complete
and unconditional release from all liability of, the indemnified party.



          (d) Contribution. If the indemnification provided for in this Section 2.07 is held by
a court or government agency of competent jurisdiction to be unavailable to any indemnified party
or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the amount 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 such indemnified party
on the other in connection with the statements or omissions which resulted in such Losses, as well
as any other relevant equitable considerations; provided, however, that in no event shall such
Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of net
proceeds received by such Selling Holder from the sale of Registrable Securities giving rise to
such indemnification. The relative fault of the indemnifying party on the one hand and the
indemnified party on the other 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 has been made by, or relates to, information supplied by such party, and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just and equitable if
contributions pursuant to this paragraph were to be determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to
herein. The amount paid by an indemnified party as a result of the
Losses referred to in the first sentence of this paragraph shall be deemed to include any
legal and other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any Loss which is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.

11









 








          (e) Other Indemnification. The provisions of this Section 2.07 shall be in addition
to any other rights to indemnification or contribution which an indemnified party may have pursuant
to law, equity, contract or otherwise.



     Section 2.08 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission
that may permit the sale of the Registrable Securities to the public without registration, Concho
agrees to use its commercially reasonable efforts to:



          (a) make and keep public information regarding Concho available, as those terms are understood
and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;



          (b) file with the Commission in a timely manner all reports and other documents required of
Concho under the Securities Act and the Exchange Act at all times from and after the date hereof;
and



          (c) so long as a Holder owns any Registrable Securities, furnish, unless otherwise available
at no charge by access electronically to the Commission’s EDGAR filing system, to such Holder
forthwith upon request a copy of the most recent annual or quarterly report of Concho, and such
other reports and documents so filed as such Holder may reasonably request in availing itself of
any rule or regulation of the Commission allowing such Holder to sell any such securities without
registration.



     Section 2.09 Transfer or Assignment of Registration Rights. The rights to cause Concho to register Registrable Securities granted to the Purchasers by
Concho under this Article II may be transferred or assigned by any Purchaser to one or more
transferee(s) or assignee(s) of such Registrable Securities; provided, however, that, (a) unless
such transferee is an Affiliate of such Purchaser, each such transferee or assignee holds
Registrable Securities representing at least $20 million of the Purchased Common Stock, based on
the Commitment Amounts, (b) Concho is given written notice prior to any said transfer or
assignment, stating the name and address of each such transferee and identifying the securities
with respect to which such registration rights are being transferred or assigned, and (c) each such
transferee assumes in writing responsibility for its portion of the obligations of such Purchaser
under this Agreement.



     Section 2.10 Limitation on Subsequent Registration Rights. From and after the date hereof, Concho shall not, without the prior written consent of the
Holders of a majority of the outstanding Registrable Securities, grant registration rights to any
other Person that would be superior to the Purchasers’ registration rights under Section 2.01 of
this Agreement.



ARTICLE III

MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or permitted hereunder shall be made in
writing by facsimile, electronic mail, courier service or personal delivery:



12









 





          (a) if to Purchaser, to the address set forth under that Purchaser’s signature block in
accordance with the provisions of this Section 3.01;



          (b) if to a transferee of Purchaser, to such Holder at the address provided pursuant to
Section 2.10 hereof; and



          (c) if to Concho, at 550 West Texas Avenue, Suite 100, Midland, Texas 79701 (facsimile:
432.683.8012), notice of which is given in accordance with the provisions of this Section 3.01.



     All such notices and communications shall be deemed to have been received: at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
electronic mail; and when actually received, if sent by courier service or any other means.



     Section 3.02 Successor and Assigns
 This Agreement shall inure to the benefit of and be binding upon the successors and assigns of
each of the parties, including subsequent Holders of Registrable Securities to the extent permitted
herein.



     Section 3.03 Recapitalization, Exchanges, Etc. Affecting the Common Stock
 The provisions of this Agreement shall apply to the full extent set forth herein with respect
to any and all stock of Concho or any successor or assign of Concho (whether by merger,
consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or
in substitution of, the Registrable Securities, and shall be appropriately adjusted for
combinations, stock splits, recapitalizations and the like occurring after the date of this
Agreement.



     Section 3.04 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not
impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and
without limiting any other remedy or right it may have, will have the right to an injunction or
other equitable relief in any court of competent jurisdiction, enjoining any such breach, and
enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby
waives any and all defenses it may have on the ground of lack of jurisdiction or competence of
the court to grant such an injunction or other equitable relief. The existence of this right will
not preclude any such Person from pursuing any other rights and remedies at law or in equity which
such Person may have.



     Section 3.05 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed
to be an original and all of which counterparts, taken together, shall constitute the same
Agreement.



     Section 3.06 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.



     Section 3.07 Governing Law. The Laws of the State of Delaware shall govern this Agreement without regard to principles of
conflict of Laws.



     Section 3.08 Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the



13









 







extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or affecting or impairing the validity or
enforceability of such provision in any other jurisdiction.



     Section 3.09 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein. There are no restrictions, promises, warranties
or undertakings, other than those set forth or referred to herein with respect to the rights
granted by Concho set forth herein. This Agreement, the Purchase Agreement and the confidentiality
agreements entered into between Concho or the Placement Agent and the Purchasers pertaining to the
sale of the Purchased Common Stock supersede all prior agreements and understandings between the
parties with respect to such subject matter.



     Section 3.10 Amendment. This Agreement may be amended only by means of a written amendment signed by Concho and the
Holders of a majority of the then-outstanding Registrable Securities; provided, however, that no
such amendment shall materially and adversely affect the rights of any Holder hereunder without the
consent of such Holder.



     Section 3.11 No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this
Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact
that this Agreement was prepared by or at the request of a particular party or its counsel.



     Section 3.12 Obligations Limited to Parties to Agreement. Each of the Parties hereto covenants, agrees and acknowledges that no Person other than the
Purchasers (and their permitted assignees) and Concho shall have any obligation hereunder and that,
notwithstanding that one or more of the Purchasers may be a corporation, partnership or limited
liability company, no recourse under this Agreement or the Purchase Agreement or under any
documents or instruments delivered in connection herewith or therewith shall be had against any
former, current or future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the Purchasers or any former, current or future
director, officer, employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or
equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and
acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be
incurred by any former, current or future director, officer, employee, agent, general or limited
partner, manager, member, stockholder or Affiliate of any of the Purchasers or any former, current
or future director, officer, employee, agent, general or limited partner, manager, member,
stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchasers
under this Agreement or the Purchase Agreement or any documents or instruments delivered in
connection herewith or therewith or for any claim based on, in respect of or by reason of such
obligation or its creation.



[The remainder of this page is intentionally left blank]




14









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	CONCHO RESOURCES INC.

 	 
	 	By:  	/s/ Timothy A. Leach
 	 
	 	 	Name:  Timothy A. Leach 	 
	 	  	Title:  Chief Executive Officer and President 	 
	 



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	Capital World:


THE GROWTH FUND OF AMERICA, INC.

 	 
	 	By:  	/s/ Paul G. Haaga, Jr.
 	 
	 	Name:  	Paul G. Haaga, Jr. 	 
	 	Title:  	Capital Research and Management Company 	 
	 



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	Fidelity:


FIDELITY CONTRAFUND: FIDELITY

   CONTRAFUND

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	Name:  	Jeffrey Christian 	 
	 	Title:  	Deputy Treasurer 	 
	 



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	FIDELITY CONTRAFUND: FIDELITY ADVISORS 

  NEW INSIGHTS FUND

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	Name:  	Jeffrey Christian 	 
	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	VARIABLE INSURANCE PRODUCTS FUND III: 

  BALANCED PORTFOLIO

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	Name:  	Jeffrey Christian 	 
	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	FIDELITY ADVISOR SERIES: FIDELITY ADVISOR

  DIVIDEND GROWTH FUND

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	Name:  	Jeffrey Christian 	 
	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Registration Rights Agreement]






 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	FIDELITY SECURITIES FUND: FIDELITY

   DIVIDEND GROWTH FUND

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	Name:  	Jeffrey Christian 	 
	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Registration Rights Agreement]





 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	FIDELITY SELECT PORTFOLIOS: NATURAL GAS

  PORTFOLIO

 	 
	 	By:  	/s/ Jeffrey Christian
 	 
	 	Name:  	Jeffrey Christian 	 
	 	Title:  	Deputy Treasurer 	 
	 



[Signature Page to Registration Rights Agreement]





 











 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY ADVISOR SERIES I: FIDELITY
  ADVISOR BALANCED FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer








[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY PURITAN TRUST: FIDELITY BALANCED FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY DEVONSHIRE TRUST: FIDELITY

   SERIES ALL-SECTOR EQUITY FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	VARIABLE INSURANCE PRODUCTS FUND II:

CONTRAFUND PORTFOLIO
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY ADVISOR SERIES I: FIDELITY
   ADVISOR
BALANCED FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY PURITAN TRUST: FIDELITY BALANCED FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY DEVONSHIRE TRUST: FIDELITY
   SERIES
ALL-SECTOR EQUITY FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	VARIABLE INSURANCE PRODUCTS FUND II:

CONTRAFUND PORTFOLIO
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	FIDELITY CAPITAL TRUST: FIDELITY VALUE FUND
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeffrey Christian
	 	 	Title: Deputy Treasurer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	Fred Alger:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael F. DiMeglio	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael F. DiMeglio
	 	 	Title: Executive Vice President






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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	Canada Pension Plan Investment Board:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Edwin Cass	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Edwin Cass
	 	 	Title: Vice President, Global Capital Markets






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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	S.A.C. Capital Associates, LLC:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Nussbaum	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Peter Nussbaum
	 	 	Title: Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	CR Intrinsic Investments, LLC:
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter Nussbaum	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Peter Nussbaum
	 	 	Title: Authorized Signatory






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	T. ROWE PRICE ASSOCIATES, INC.
Investment Advisor for and on Behalf of
the Funds and Accounts on Attachment A:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael F. Blandino	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael F. Blandino
	 	 	Title: Vice President
	 
	 	 	 	 	 	 
	 	 	T. Rowe Price Associates, Inc.
	 	 	100 East Pratt Street
	 	 	Baltimore, Maryland 21202
	 	 	Attn: Andrew Baek, Vice President and Senior Legal Counsel
	 	 	Phone: 410-345-2090
	 	 	Email: andrew_baek@troweprice.com
	 
	 	 	 	 	 	 
	 	 	Attachment A:
	 
	 	 	 	 	 	 
	 	 	T. Rowe Price New Era Fund, Inc.
	 	 	John S. and James L. Knight Foundation —
Natural Resources
	 	 	Advanced Series Trust — AST T. Rowe Price
Natural Resources   Portfolio
	 	 	Memorial Sloan-Kettering Cancer Center —
Natural Resources
	 	 	Syngenta Corporation Pension Plan — NRIS
	 	 	IAM National Pension Fund Global Natural
Resources






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	BAMCO, Inc., on behalf of its investment
advisory client, Baron Asset Fund:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Patrick M. Patalino	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Patrick M. Patalino
	 	 	Title: General Counsel






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	Eton Park Capital Management, LP on behalf
of Eton Park Fund, LP:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shailini Rao	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Shailini Rao
	 	 	Title: Associate General Counsel, Eton Park Capital Management, LP.






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	Eton Park Capital Management, LP on behalf
of Eton Park Master Fund, Ltd.:
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Shailini Rao	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Shailini Rao
	 	 	Title: Associate General Counsel, Eton Park
Capital Management, LP.






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	Trafelet:
	 	 
	 
	 	 	 	 	 	 
	 	 	Delta Institutional, LP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Faber	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Faber
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	Delta Onshore, LP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Faber	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Faber
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	Delta Pleiades, LP
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Faber	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Faber
	 	 	Title: Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	Delta Offshore, Ltd
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeff Faber	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Jeff Faber
	 	 	Title: Chief Financial Officer






[Signature Page to Registration Rights Agreement]


 









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 

	 	 	Citadel Global Equities Master Fund Ltd.
	 	 
	 	 	By: Citadel Advisors LLC, its Portfolio Manager
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erica L. Tarpey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Erica L. Tarpey
	 	 	Title: Authorized Signatory
	 
	 	 	 	 	 	 
	 	 	LMA SPC, for and on behalf of Map 86
Segregated Portfolio
	 	 
	 	 	By: Citadel Advisors LLC, its Investment Manager
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Erica L. Tarpey	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Erica L. Tarpey
	 	 	Title: Authorized Signatory






[Signature Page to Registration Rights Agreement]


 









 





Schedule A




PURCHASERS




	 	 	 

	Capital World (The Growth Fund of America, Inc.)

	 	 
	Fidelity
	 	 
	Fred Alger
	 	 
	Canada Pension Plan Investment Board
	 	 
	S.A.C. Capital Associates, LLC
	 	 
	T. Rowe Price Associates Inc.
	 	 
	Baron Asset Fund
	 	 
	Trafelet & Company LLC
	 	 
	Eton Park Master Fund, Ltd.
	 	 
	Citadel Global Equities Master Fund Ltd.
	 	 
	Eton Park Fund, L.P.
	 	 
	CR Intrinsic Investments, LLC
	 	 
	LMA SPC, for and on behalf of Map 86 Segregated Portfolio