Document

EXHIBIT 10.1



REGISTRATION RIGHTS AGREEMENT
by and among
CALIFORNIA RESOURCES CORPORATION
and
THE HOLDERS PARTY TO THIS REGISTRATION RIGHTS AGREEMENT
Dated as of October 27, 2020









TABLE OF CONTENTS
____________________________________________________
Page
1.    Definitions.    1
2.    Shelf Registration.    6
3.    Demand Registration.    8
4.    Piggyback Registration.    10
5.    Suspensions; Withdrawals; Notices.    12
6.    Company Undertakings.    13
7.    Holder Undertakings.    19
8.    Registration Expenses.    20
9.    Lock-Up Agreements.    21
10.    [Reserved].    22
11.    Indemnification; Contribution.    22
12.    Transfer of Registration Rights.    26
13.    Amendment, Modification and Waivers; Further Assurances.    26
14.    Miscellaneous.    27
Annex A    Form of Joinder Agreement
Schedule I    Backstop Parties
Schedule II    Investor Parties 
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 27, 2020 by and among California Resources Corporation (the “Company”) and the Holders pursuant to the Plan of Reorganization (the “Plan”) of the Company and certain of its debtor affiliates under Chapter 11 of Title 11 of the United States Code approved by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”).
RECITALS:
WHEREAS, the Company proposes to issue the Common Stock pursuant to, and upon the terms set forth in, the Plan; and
WHEREAS, each of (i) the Company and (ii) the Holders desires to enter into this Agreement with respect to the rights, priorities and obligations set forth herein. 
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each of the Holders hereby agree as follows:
1.    Definitions.
(a)    As used herein, the following terms have the following meanings:
“Affiliate” has the same meaning as such term has under Rule 12b-2 (or any successor rule then in effect) promulgated under the Exchange Act. 
“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 (or any successor rule then in effect) promulgated under the Securities Act.
“Backstop Party” means any party set forth on Schedule I to this Agreement that beneficially owns Registrable Securities. 
“beneficially owned,” “beneficial ownership” and similar phrases have the same meanings as such terms have under Rule 13d-3 and 13d-5 (or any successor rule then in effect) promulgated under the Exchange Act, except that in calculating the beneficial ownership of any Holder, such Holder shall be deemed to have beneficial ownership of all securities that such Holder has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The calculation of beneficial ownership for a Holder shall also include any Related Fund of such Holder.
“Block Sale” means the sale of shares of Common Stock to one or more purchasers that are financial institutions in an offering registered under the Securities Act (a) without a prior public marketing process by means of (i) a bought deal or (ii) a block trade or (b) pursuant to an “overnight” underwritten offering.








“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by applicable law or executive order to close.
“Capital Stock” means with respect to a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and any and all warrants, rights (including conversion and exchange rights) and options to purchase any such shares, interests or equivalents (including convertible debt).  For the avoidance of doubt, Capital Stock of the Company shall refer to such Capital Stock existing on or after the Effective Date.
“Commission” means the United States Securities and Exchange Commission or any successor governmental agency.
“Common Stock” means the shares of common stock, par value $0.01 per share, of the Company issued on or after the Effective Date.
“control” (including the terms “controlling,” “controlled by” and “under common control with”) means, unless otherwise noted, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting shares, by contract, or otherwise.
“Counsel to the Holders” means the one law firm or other legal counsel to the Holders selected (i) in the case of a Demand Registration or Underwritten Shelf Takedown, by the Investor Parties beneficially owning a majority of the Registrable Securities initially requesting such Demand Registration or Underwritten Shelf Takedown; (ii) in the case of a Piggyback Registration, the Investor Parties beneficially owning a majority of the Registrable Securities requested by the Investor Parties to be included in such Piggyback Registration; and (iii) in the case of a Shelf Registration, the Investor Parties beneficially owning a majority of the Registrable Securities to be included in such Shelf Registration that are beneficially owned by the Investor Parties.
“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval System of the Commission.
“Effective Date” has the meaning assigned to such term in the Plan, and is the date of this Agreement.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
“Excluded Registration” means a registration of the Company’s securities (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment (or similar plan), (iv) in which the only Capital Stock being registered is Capital Stock issuable upon conversion
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of debt securities that are also being registered in connection therewith or (v) so long as the Company has one or more effective shelf Registration Statements covering the resale of all Registrable Securities, that is any universal shelf Registration Statement registering securities in addition to those required under this Agreement.
“FINRA” means the Financial Industry Regulatory Authority or any successor regulatory authority.
“Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.
“Holder” means (i) any Investor Party, (ii) any Backstop Party or (iii) any other party to any Joinder, in each case, that, together with its Affiliates, beneficially owns Registrable Securities.
“Investor Party” means any party set forth on Schedule II to this Agreement that beneficially owns Registrable Securities. 
“Issuer Free Writing Prospectus” means an issuer free writing prospectus as defined in Rule 433 under the Securities Act. 
“Joinder” a joinder agreement in the form of Annex A executed and delivered to the Company pursuant to Section ‎‎12.
“Majority Holders” means Investor Parties who collectively have beneficial ownership of at least a majority of the Registrable Securities held by all the Investor Parties.
“Material Adverse Effect” means any material adverse effect on the business, properties, assets, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole.
“National Securities Exchange” means The NASDAQ Global Market, The NASDAQ Global Select Market or The New York Stock Exchange.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other entity.
“Public Offering” means any sale or distribution to the public of Common Stock of the Company pursuant to an offering registered under the Securities Act, whether by the Company, by Holders and/or by any other holders of the Company’s Common Stock, including a Block Sale.
“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by 
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any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.
“Registrable Securities” means at any time (a) with respect to an Investor Party, Common Stock of the Company held or beneficially owned by such Investor Party, including (i) any Common Stock issued pursuant to the Plan or upon the conversion, exercise or exchange, as applicable, of any other securities and/or interests issued pursuant to the Plan; (ii) any shares of Common Stock acquired in the open market or otherwise purchased or acquired by the Investor Party after the Effective Date and (iii) any shares of Common Stock issued by way of dividend, distribution, split or combination of securities or any recapitalization, merger, consolidation or other reorganization and (b) with respect to a Backstop Party, any Common Stock held or beneficially owned by such Backstop Party that was issued pursuant to the Plan or upon the conversion, exercise or exchange, as applicable, of any other securities and/or interests issued pursuant to the Plan.  Notwithstanding the foregoing, as to any Registrable Securities, such securities shall in each case irrevocably cease to constitute Registrable Securities upon the earliest to occur of: (A) the date on which such securities have been disposed of pursuant to an effective registration statement under the Securities Act or Rule 144; (B) the date on which such securities are freely disposable pursuant to Rule 144 without regard to volume or manner of sale restrictions; and (C) the date on which such securities cease to be outstanding; provided that the foregoing clause (B) shall not apply prior to the third anniversary of the Effective Date to Registrable Securities held or beneficially owned by any Investor Party.
“Registration Statement” means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.
“Related Fund” means any fund, account or investment vehicle controlled, managed, advised or sub-advised by a Holder, an Affiliate of such Holder or the same investment manager, advisor or subadvisor of such Holder or an Affiliate of such investment manager, advisor or subadvisor.
“Required Holders” means Investor Parties who collectively have beneficial ownership of at least 7.5% of the Common Stock outstanding.
“Rule 144” means Rule 144 promulgated under the Securities Act (or any successor rule then in effect).
“Rule 144A” means Rule 144A promulgated under the Securities Act (or any successor rule then in effect).
“Securities Act” means the Securities Act of 1933, as amended from time to time.
“Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of 
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counsel for any Holder, except for the fees and disbursements of the Counsel to the Holders borne and paid by the Company as provided in Section ‎8(b).
“Shelf Registration” means a registration of securities pursuant to a Registration Statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).
“Shelf Takedown” means an Underwritten Shelf Takedown or another Public Offering pursuant to a Shelf Registration.
(b)    Each of the following terms is defined in the Section set forth opposite such term:
Term    Section
Agreement    Preamble
Bankruptcy Court    Preamble
Block Sale Notice    2(e)
Company    Preamble
Company Demand Registration Notice    3(b)(i)
Company Shelf Registration Notice    2(a)
Company Shelf Takedown Notice    2(d)
Demand Registration    3(a)(A)
Demand Registration Notice    3(b)(i)
Demand Shelf Takedown Notice    2(d)
Due Diligence Information    6(a)(x)
Equity Securities    9(a)(i)
End of Suspension Notice    5(b)
Form S-1 Shelf    2(a)
Form S-3 Shelf    2(a)
Form 10-K Filing Date    2(a)
Holder Block Sale    2(e)
Lock-Up Agreement    9(a)(ii)
Long-Form Registration    3(a)(A)
Losses    11(a)
MNPI    5(a)
Opt-Out Election    7(e)
Permitted Free Writing Prospectus    7(a)
Piggyback Registration    4(a)
Piggyback Registration Notice    4(a)
Plan    Preamble
Registration Expenses    8(a)(i)
Required Effective Period    6(a)(iii)
Restricted Period    9(a)(i)
road show    11(a)
Sale Transaction    9(a)(i)
Shelf Registration Statement    2(a)
Short-Form Registration    3(a)(A)
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Term    Section
Suspension Event    5(b)
Suspension Notice    5(b)
Underwritten Shelf Takedown    2(d)
Withdrawal Request    5(d)
2.    Shelf Registration.
(a)    Shelf Registration. At any time after the Effective Date, the Required Holders may request that the Company file a Registration Statement for a Shelf Registration covering the resale of all of the Registrable Securities on a delayed or continuous basis on Form S-1 (the “Form S-1 Shelf”) or, if available, on Form S-3 (a “Form S-3 Shelf” and, together with the Form S-1 Shelf and any Automatic Shelf Registration Statement, if available, a “Shelf Registration Statement”).  Notwithstanding the foregoing, as soon as reasonably practicable after the Effective Date, and in any event within 10 calendar days of the date the Company files its Annual Report on Form 10-K for the year ended December 31, 2020 or the latest date the Company would be required to file a Form 10-K specified in the Commission’s rules and regulations applicable to non-accelerated filers (the “Form 10-K Filing Date”), the Company shall file an initial Shelf Registration Statement without the delivery of any request from the Required Holders. The Company shall give written notice (a “Company Shelf Registration Notice”) of the anticipated filing of any Shelf Registration Statement within 10 Business Days prior to such filing to all Holders of Registrable Securities and shall include in such Shelf Registration Statement all Registrable Securities held by Holders on the date of the Company Shelf Registration Notice with respect to which the Company has received written requests for inclusion therein within five Business Days of the date of the Company Shelf Registration Notice. The Company shall use reasonable best efforts to cause such Shelf Registration Statement to be declared effective as promptly as practicable and to remain effective during the Required Effective Period.
(b)    Conversion to Form S-3. The Company shall use reasonable best efforts to convert any Form S-1 Shelf to a Form S-3 Shelf as soon as reasonably practicable after the Company is eligible to use Form S-3.
(c)    [Reserved].
(d)    Requests for Underwritten Shelf Takedowns. At any time and from time to time after a Shelf Registration Statement has been declared effective by or, in the case of an Automatic Shelf Registration Statement, filed with, the Commission, the Required Holders may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”).  Notwithstanding the foregoing, the Company will not be required to take any action pursuant to this Section ‎2(d) if (A) within the 90 calendar day period preceding the date of a request for a Underwritten Shelf Takedown, a Demand Registration or Underwritten Shelf Takedown was priced, such Required Holders received notice of such Demand Registration or Underwritten Shelf Takedown, and, if such Required Holders elected to sell pursuant to such Demand Registration or Underwritten Shelf Takedown, were able to sell not less than 80% of the Registrable Securities requested to be included therein at the time thereof or within 30 calendar 
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days thereafter, (B) such Underwritten Shelf Takedown is not expected to yield aggregate gross proceeds of at least $50 million or (C) the Company shall have effected at least three Underwritten Shelf Takedowns (excluding Holder Block Sales (as defined below)) in the immediately preceding 12-month period. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company (a “Demand Shelf Takedown Notice”). Each Demand Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown as well as whether the Registrable Securities are proposed to be sold through a Holder Block Sale. Except in connection with a Holder Block Sale, within five Business Days after receipt of any Demand Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders (a “Company Shelf Takedown Notice”) and, subject to the provisions of Section 2(f)‎ below, shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company Shelf Takedown Notice. 
(e)    Block Sales. Notwithstanding anything in Section ‎2(d), any of the Investor Parties shall be permitted to demand or participate in a Block Sale, subject to the provisions of this Section ‎2(e). All requests for a Block Sale by an Investor Party (a “Holder Block Sale”) shall be made by giving written notice to the Company (a “Block Sale Notice”). Each Block Sale Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Holder Block Sale and the proposed date of such proposed Holder Block Sale, provided that such date must be at least five Business Days after receipt of the Block Sale Notice. Notwithstanding the foregoing, the Company will not be required to take any action pursuant to this Section ‎2(e) if (A) such Block Sale is not expected to yield aggregate gross proceeds of at least $50 million, (B) within the 60 calendar day period preceding the date of a Block Sale Notice, a Holder Block Sale or an Underwritten Shelf Takedown was priced or (C) the Company shall have effected at least four Holder Block Sales in the immediately preceding 12-month period. 
(f)    Priority on Underwritten Shelf Takedowns. If the managing underwriters for such Underwritten Shelf Takedown advise the Company and the Holders of Registrable Securities included in the Underwritten Shelf Takedown in writing that in their reasonable opinion the number of Registrable Securities and, if permitted under this Agreement, other securities requested to be included in such Underwritten Shelf Takedown exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities initially requested to be included in such Underwritten Shelf Takedown, timing or method of distribution of the offering, the Company shall include in such Underwritten Shelf Takedown the number of Registrable Securities which can be so sold in the following order of priority: (i) first, the Registrable Securities beneficially owned by the Investor Parties requested to be included in such Underwritten Shelf Takedown, allocated pro rata among the respective Investor Parties beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Investor Party; (ii) second, the Registrable Securities beneficially owned by the Backstop Parties requested to be included in such Underwritten Shelf Takedown, allocated pro rata among the respective Backstop Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each such Backstop Party; (iii) third, any securities to be 
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sold by the Company for its own account requested to be included in such Underwritten Shelf Takedown by the Company; and (iv) fourth, other securities requested to be included in such Underwritten Shelf Takedown to the extent permitted under this Agreement.  Notwithstanding the foregoing, the Company shall not include in any Underwritten Shelf Takedown any such securities pursuant to clause (iv) in the foregoing sentence which are not Registrable Securities without the prior written consent of the Investor Parties beneficially owning a majority of the Registrable Securities initially requested by the Investor Parties to be included in such Underwritten Shelf Takedown.
(g)    Selection of Underwriters. The Investor Parties beneficially owning a majority of the Registrable Securities initially requesting an Underwritten Shelf Takedown shall have the right to select the managing underwriters (which shall consist of one or more reputable nationally recognized investment banks) to administer the Public Offering with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
3.    Demand Registration.
(a)    Requests for Registration. At any time and from time to time on or following the Effective Date, or if the Company has previously filed a Form S-3 Shelf covering such Registrable Securities pursuant to Section 2(a), beginning 180 days after the Effective Date, the Required Holders may request registration under the Securities Act of all or any portion of the Registrable Securities beneficially owned by such Required Holder(s)  on Form S-1 (or any successor form then in effect) (a “Long-Form Registration”) or  on Form S-3 or any similar short-form registration (a “Short-Form Registration”), if available (any registration under this Section 3(a), a “Demand Registration”).  Notwithstanding the foregoing, the Company will not be required to take any action pursuant to this Section 3(a) if (A) within the 180 calendar day period preceding the date of a Demand Registration Notice, the Company effected a Demand Registration (other than a Block Sale), such Required Holders received notice of such Demand Registration, and such Required Holders were able to register and sell pursuant to such registration all of the Registrable Securities requested to be included in such registration either at the time of the registration or within 30 calendar days thereafter, (B) such Demand Registration is not expected to yield aggregate gross proceeds of at least $50 million, (C) the Registrable Securities requested to be registered are already covered by an existing and effective Registration Statement (including a Shelf Registration contemplated by Section 2(a)) and such Registration Statement may be utilized for the offer and sale of the Registrable Securities requested to be registered, or (D) the number of Demand Registration requests made pursuant to this Section 3(a) in the aggregate shall exceed three in any 12-month period.
(b)    Demand Registration Notices. All requests for Demand Registrations shall be made by giving written notice to the Company (the “Demand Registration Notice”). Each Demand Registration Notice shall specify  whether such Demand Registration shall be an underwritten Public Offering and  the approximate number of Registrable Securities proposed to be sold in the Demand Registration. The Company shall promptly give written notice (a “Company Demand Registration Notice”) of the filing of a Registration Statement pursuant to this Section ‎3 to all of the Holders not less than five Business Days before such filing and, subject to the provisions of Section 3(d)‎‎ below, shall include in such Demand Registration all Registrable Securities beneficially owned by Holders on the date of the Company Demand 
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Registration Notice with respect to which the Company has received written requests for inclusion therein within three Business Days after the date of the Company Demand Registration Notice. 
(c)    Short-Form Registrations. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form registration statement under the rules and regulations of the Securities Act, unless the underwriters, in their reasonable discretion, determine that the use of a Long-Form Registration is necessary in order for the successful offering of such Registrable Securities.
(d)    Priority on Demand Registrations. If the Demand Registration is an underwritten Public Offering and the managing underwriters for such Demand Registration advise the Company and applicable Holders in writing that in their reasonable opinion the number of Registrable Securities and, if permitted under this Agreement, other securities requested to be included in such Demand Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities initially requested to be included in the Demand Registration, timing or method of distribution of the offering, the Company shall include in such Demand Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority:  first, the Registrable Securities beneficially owned by Investor Parties requested to be included in such Demand Registration, allocated pro rata among the respective Investor Parties beneficially owning such Registrable Securities on the basis of the number of Registrable Securities beneficially owned by each such Investor Party;  second, the Registrable Securities beneficially owned by the Backstop Parties requested to be included in such Demand Registration, allocated pro rata among the respective Backstop Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each such Backstop Party;  third, any securities to be sold by the Company for its own account requested to be included in such Demand Registration by the Company; and  fourth, other securities requested to be included in such Demand Registration to the extent permitted under this Agreement.  Notwithstanding the foregoing the Company shall not include in any Demand Registration any such securities pursuant to clause (iv) in the foregoing sentence which are not Registrable Securities without the prior written consent of the Investor Parties beneficially owning a majority of the Registrable Securities initially requested by the Investor Parties to be included in such Demand Registration.
(e)    Selection of Underwriters. The Investor Parties beneficially owning a majority of the Registrable Securities initially requesting a Demand Registration which is an underwritten Public Offering shall have the right to select the managing underwriters (which shall consist of one or more reputable nationally recognized investment banks) to administer the Public Offering with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.
(f)    [Reserved.]
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4.    Piggyback Registration.
(a)    Right to Piggyback. Whenever the Company proposes to file a Registration Statement under the Securities Act or conduct a Shelf Takedown with respect to a Public Offering of the Common Stock (other than a Demand Registration, Underwritten Shelf Takedown, Holder Block Sale, Excluded Registration or an at-the-market offering, a “Piggyback Registration”), the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to effect such Piggyback Registration (the “Piggyback Registration Notice”) and (i) in the case of a Piggyback Registration that is a Shelf Takedown or is automatically effective upon filing, such Piggyback Registration Notice shall be given not less than five Business Days (two Business Days in the case of a Block Sale) prior to the expected date of commencement of marketing efforts for such Shelf Takedown and (ii) in the case of any other Piggyback Registration, such Piggyback Registration Notice shall be given not less than five Business Days after the public filing of such Registration Statement; provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of a Piggyback Registration that includes an underwritten Public Offering advise the Company that in their reasonable opinion that the inclusion of any of a Holder’s Registrable Securities requested for inclusion in the subject Piggyback Registration would likely have an adverse effect in any material respect on the price, timing or distribution of Common Stock proposed to be included in such Piggyback Registration, the Company shall have no obligation to provide a Piggyback Registration Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Piggyback Registration. The Company shall, subject to the foregoing and the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities beneficially owned by Holders on the date of the Piggyback Registration Notice with respect to which the Company has received written requests for inclusion therein within three Business Days (one Business Day in the case of a Block Sale) after the date of the Piggyback Registration Notice. 
(b)    Priority on Piggyback Registrations. For any Piggyback Registration that includes an underwritten Public Offering and the managing underwriters advise the Company in writing that in their reasonable opinion the number of securities requested to be included in such Piggyback Registration exceeds the number of Registrable Securities and other securities, if any, which can be sold without adversely affecting the marketability, proposed offering price range acceptable to the Holders beneficially owning a majority of the Registrable Securities requested to be included in such Piggyback Registration, timing or method of distribution of the offering, the Company shall include in such Piggyback Registration the number of Registrable Securities which can be sold without such adverse effect in the following order of priority:  first, if the Piggyback Registration includes a primary offering of Company securities for the Company’s own account, the securities offered by the Company thereby;  second, the Registrable Securities beneficially owned by the Investor Parties requested to be included in such Piggyback Registration, allocated pro rata among the respective Investor Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each such Investor Party;  third, the Registrable Securities beneficially owned by the Backstop Parties requested to be included in such Piggyback Registration, allocated pro rata among the respective Backstop Parties beneficially owning such Registrable Securities on the basis of the number of the Registrable Securities owned by each such Backstop Party; and  fourth, other securities requested to be included in such Piggyback Registration, if any.
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(c)    If at any time after giving the Piggyback Registration Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Registration, the Company determines for any reason not to proceed with or delay the Piggyback Registration, the Company may give notice of its determination to all Holders and thereafter be relieved of its obligation set forth in Section 4(a) in connection with the abandoned or delayed Piggyback Registration, without prejudice.
(d)    Selection of Underwriters. For any Piggyback Registration that includes an underwritten Public Offering, the Company shall have the right to select the managing underwriters to administer the Public Offering (which shall consist of one or more reputable nationally recognized investment banks).
5.    Suspensions; Withdrawals; Notices.
(a)    Suspensions. The Company may postpone, for up to 60 calendar days from the date of the Demand Registration Notice, Demand Shelf Takedown Notice or request for a Shelf Registration Statement, the filing or the effectiveness of a Registration Statement for a Demand Registration or Shelf Registration Statement or suspend the use of a Prospectus that is part of a Shelf Registration for up to 60 calendar days from the date of the Suspension Notice and therefore suspend sales of Registrable Securities included therein by providing written notice to the Holders included in such registration if the Company shall have furnished to the Holders a certificate signed by the Chief Executive Officer (or other authorized officer) of the Company stating that the Company’s Board of Directors has determined in its reasonable good faith judgment that the offer or sale of Registrable Securities should be suspended.  Notwithstanding the foregoing, the Company may not invoke a delay pursuant to this Section ‎5(a) more than three times or for more than 120 calendar days in the aggregate, in each case, in any 12-month period. The Company may invoke this Section ‎5(a) only if the Company’s Board of Directors determines in good faith, after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be expected to: (i) have a Material Adverse Effect on any proposal or plan by the Company or any of its subsidiaries to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its subsidiaries; or (ii) require premature disclosure of material non-public information (“MNPI”) that the Company has a bona fide business purpose for preserving as confidential. Furthermore, the Company shall not be required to effect any registration pursuant to this Agreement while awaiting the Commission to declare the effectiveness of a Registration Statement of the Company.
(b)    In the case of an event that causes the Company to suspend the use of a Registration Statement as set forth in Section ‎5(a) or Section ‎6(a)(vi)(A), (a “Suspension Event”), the Company shall give a notice to the Holders of Registrable Securities included in such Registration Statement (a “Suspension Notice”) to suspend sales of the Registrable Securities and such notice shall state that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. The Company shall not include any MNPI in the Suspension Notice or otherwise provide such information to a Holder. A Holder shall not sell any Registrable Securities pursuant to such Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of 
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Suspension Notice. Holders may recommence sales of Registrable Securities pursuant to the Registration Statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”) from the Company, and such End of Suspension Notice shall be given by the Company to the Holders and Counsel to the Holders promptly following the conclusion of any Suspension Event.
(c)    Time Extension. Notwithstanding any provision herein to the contrary, if the Company gives a Suspension Notice with respect to any Registration Statement pursuant to Section ‎5(b), the Company agrees that it shall (i) extend the Required Effective Period which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice; and (ii) provide copies of any supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event.  Notwithstanding the foregoing, such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Registration Statement.
(d)    Withdrawal Requests. Any Holder may withdraw its request for inclusion of Registrable Securities in a Registration Statement with respect to a Piggyback Registration by giving written notice to the Company of its intention to remove its Registrable Securities from such Registration Statement within two Business Days before the earlier of (i) the expected date of the commencement of marketing efforts for the Public Offering in connection with such Registration Statement or (ii) the effectiveness of the Registration Statement (a “Withdrawal Request”). The Company shall pay all Registration Expenses in connection with any Registration Statement subject to a Withdrawal Request with respect to a Piggyback Registration. 
6.    Company Undertakings.
(a)    Whenever Registrable Securities are registered pursuant to this Agreement, the Company shall use reasonable best efforts to effect the registration and the sale of such Registrable Securities as soon as reasonably practicable in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as promptly as reasonably practicable:
(i)    prepare and file with the Commission a Registration Statement with regard to such Registrable Securities as soon as reasonably practicable upon request or demand from the Holders pursuant to the terms under this Agreement (unless the Registration Statement would be required pursuant to the rules and regulations of the Securities Act to include any audited or unaudited consolidated or pro forma financial statements that have not been made publicly available, in which case, promptly after such financial statements are made publicly available) and use reasonable best efforts to cause such Registration Statement to become effective as soon thereafter as is reasonably practicable;
(ii)    before filing a Registration Statement or Prospectus or any amendments or supplements thereto, furnish to Counsel to the Holders whose Registrable Securities are requested to be included in the Registration Statement, any underwriter participating in any disposition pursuant to a Registration Statement, and any other attorney, 
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accountant or other agent retained by any Holder or underwriter, copies of all such documents, other than exhibits, documents that are incorporated by reference and such documents that are otherwise publicly available on EDGAR, proposed to be filed and such other documents reasonably requested by such Holders and provide Counsel to the Holders and participating underwriters with a reasonable opportunity to review and comment on such documents of no less than three Business Days;
(iii)    notify each Holder whose Registrable Securities are included in such Registration Statement of the effectiveness of each Registration Statement and prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period of not less than (A) 90 calendar days in the case of a Demand Registration that is not a Shelf Registration (or, if sooner, until all Registrable Securities have been sold pursuant to the Demand Registration) or (B) in the case of a Shelf Registration, until the earlier date on which all Registrable Securities registered on such Shelf Registration have been sold pursuant to the Shelf Registration or have otherwise ceased to be Registrable Securities (each such period in clause (A) or (B), as applicable, the “Required Effective Period”), and comply with the provisions of the Securities Act (including by preparing and filing with the Commission any Prospectus or supplement to be used in connection therewith), the Exchange Act and any applicable securities exchange or other recognized trading market with respect to the disposition of all securities covered by such Registration Statement during the Required Effective Period in accordance with the intended methods of disposition by the Holders as set forth in such Registration Statement;
(iv)    furnish to each seller of Registrable Securities, and the managing underwriters, without charge, such number of copies of the applicable Registration Statement, each amendment and supplement thereto, the Prospectus included in such Registration Statement (including each preliminary Prospectus, final Prospectus, and any other Prospectus (including any Prospectus filed under Rule 424, Rule 430A or Rule 430B promulgated under the Securities Act and any Issuer Free Writing Prospectus)), all exhibits and other documents filed therewith and such other documents as such seller or such managing underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller, and upon request, a copy of any and all transmittal letters or other correspondence to or received from, the Commission or any other governmental authority relating to such offer;
(v)    use reasonably best efforts to  register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests in writing,  keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and  do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction);
(vi)    notify each seller of such Registrable Securities, the managing underwriters and Counsel to the Holders (A) at any time when a Prospectus relating to the 
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applicable Registration Statement is required to be delivered under the Securities Act, (1) upon discovery that, or upon the happening of any event as a result of which, such Registration Statement, or the Prospectus or Issuer Free Writing Prospectus relating to such Registration Statement, or any document incorporated or deemed to be incorporated therein by reference contains an untrue statement of a material fact or omits any material fact necessary to make the statements in the Registration Statement or the Prospectus or Issuer Free Writing Prospectus relating thereto not misleading or otherwise requires the making of any changes in such Registration Statement, Prospectus, Issuer Free Writing Prospectus or document, and, at the request of any such seller, the Company shall, except when the Company’s obligations are suspended pursuant to Section 5(b), promptly prepare a supplement or amendment to such Prospectus or Issuer Free Writing Prospectus, furnish a reasonable number of copies of such supplement or amendment to each seller of such Registrable Securities, Counsel to the Holders and the managing underwriters and file such supplement or amendment with the Commission so that, as thereafter delivered to the purchasers of such Registrable Securities, such Prospectus or Issuer Free Writing Prospectus as so amended or supplemented shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading, (2) as soon as the Company becomes aware of any comments or inquiries by the Commission or any requests by the Commission or any federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or Issuer Free Writing Prospectus covering Registrable Securities or for additional information relating thereto, (3) as soon as the Company becomes aware of the issuance or threatened issuance by the Commission of any stop order suspending or threatening to suspend the effectiveness of a Registration Statement covering the Registrable Securities or (4) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any Registrable Security for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose; and (B) when each amendment contemplated by this clause (vi) has been filed with the Commission and when each related Prospectus or Issuer Free Writing Prospectus or any Prospectus supplement or any post-effective amendment thereto has become effective;
(vii)    use reasonable best efforts to cause all such Registrable Securities  if the Common Stock is then listed on a National Securities Exchange or included for quotation in a recognized trading market, to continue to be so listed or included, and  to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of the Registrable Securities;
(viii)    provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities from and after the effective date of the applicable Registration Statement;
(ix)    in connection with any underwritten Public Offering requested by Holders pursuant to the terms of this Agreement (including an Underwritten Shelf Takedown) and as reasonably requested by the Holders beneficially owning a majority of the Registrable Securities to be included in the relevant Registration Statement or the managing underwriters, as applicable, for such underwritten Public Offering: 
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(A)    enter into and perform under such customary agreements (including underwriting agreements in customary form, including customary representations and warranties and provisions with respect to indemnification and contribution) and take all such other actions as the Investor Parties beneficially owning a majority of the Registrable Securities initially requested by the Investor Parties to be sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities and provide reasonable cooperation, including causing appropriate officers to attend and participate in “road shows” and analyst or investor presentations and such other selling or other informational meetings organized by the underwriters, if any (taking into account the needs of the Company’s businesses and the responsibilities of such officers with respect thereto and the requirement of the marketing process); provided that, the Company shall have no obligation to participate in more than three “road shows” in any 12-month period or if such participation is reasonably expected to interfere with the business operations of the Company; and
(B)    use reasonable best efforts to obtain and cause to be furnished to each such Holder included in such underwritten Public Offering and the managing underwriters a signed counterpart of (i) one or more comfort letters from the Company’s independent public accountant(s), (ii) one or more letters from the Company’s independent reserve engineers and (iii) a legal opinion (and negative assurance letter) of counsel to the Company, in each case, addressed to the relevant underwriters and/or such Holders of Registrable Securities and in customary form and covering such matters of the type customarily covered by such letters and opinions, as applicable, as the managing underwriters and/or Holders beneficially owning a majority of the Registrable Securities initially requested to be included in such underwritten Public Offering reasonably request;
(x)    upon reasonable advance notice and at reasonable times during normal business hours, (A) give reasonable access to a representative appointed by the Investor Parties beneficially owning a majority of Registrable Securities that are proposed to be included in any disposition pursuant to a Registration Statement, Counsel to the Holders, and any underwriter participating in any disposition pursuant to such registration, as applicable, all financial and other records and pertinent corporate documents of the Company, and (B) cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or Shelf Takedown, as applicable, and make themselves reasonably available at mutually convenient times to discuss the business of the Company and other matters reasonably requested by any such Holders, sellers, underwriter or agent thereof in connection with such Registration Statement as shall be necessary (subject to the Company’s compliance with Regulation FD), in each case of clauses (A) and (B), in the reasonable opinion of Counsel to the Holders and such underwriters, as shall be necessary to conduct a reasonable due diligence investigation for purposes of the Securities Act and Exchange Act (any information provided 
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under this Section ‎6(a)(x), “Due Diligence Information”); provided that the Company shall not provide any Due Diligence Information to a Holder unless such Holder explicitly requests such Due Diligence Information in writing and such Holder has entered into a customary confidentiality agreement with the Company with respect to MNPI;
(xi)    [reserved];
(xii)    in the event of the issuance or threatened issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale in any jurisdiction, the Company shall use reasonable best efforts to (A) prevent the issuance of any such stop order, and in the event of such issuance, to obtain the withdrawal of such order and (B) obtain the withdrawal of any order suspending or preventing the use of any related Prospectus or Issuer Free Writing Prospectus or suspending qualification of any Registrable Securities included in such Registration Statement for sale in any jurisdiction at the earliest practicable date;
(xiii)    provide a CUSIP number for the Registrable Securities prior to the effective date of the first Registration Statement including Registrable Securities;
(xiv)    promptly notify in writing the participating Holders, the sales or placement agent, if any, therefor and the managing underwriters of the securities being sold when such Registration Statement or related Prospectus or Free Writing Prospectus or any Prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to any such Registration Statement or any post-effective amendment, when the same has become effective;
(xv)    (A) prepare and file with the Commission such amendments and supplements to each Registration Statement as may be necessary to comply with the provisions of the Securities Act, including post effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective for the applicable time period required under this Agreement and, if applicable, file any Registration Statements pursuant to Rule 462(b) promulgated under the Securities Act; (B) cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and (C) provide additional information related to each Registration Statement as requested by, and obtain any required approval necessary from, the Commission or any federal or state governmental authority;
(xvi)    cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(xvii)    within the deadlines specified by the Securities Act, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any Public Offering covered thereby);
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(xviii)    if requested by any participating Holder or the managing underwriters, promptly include in a Prospectus supplement or amendment such information as the Holder or managing underwriters may reasonably request, including in order to permit the intended method of distribution of such securities, and make all required filings of such Prospectus supplement or such amendment as soon as reasonably practicable after the Company has received such request;
(xix)    in the case of certificated Registrable Securities, cooperate with the participating Holders of Registrable Securities and the managing underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends) representing Registrable Securities to be sold after receiving written representations from each participating Holder that the Registrable Securities represented by the certificates so delivered by such Holder will be transferred in accordance with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names as the Holders or managing underwriters may reasonably request at least two Business Days prior to any sale of Registrable Securities; and
(xx)    use reasonable best efforts to take all other actions deemed necessary or advisable in the reasonable judgment of the Company to effect the registration and sale of the Registrable Securities contemplated hereby.
(b)    The Company shall hold in confidence and not make any disclosure of information concerning a Holder provided to the Company pursuant to this Agreement unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that to the extent permitted by law, it shall, upon learning that disclosure of such information concerning a Holder is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Holder and allow such Holder, at the Holder’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.
(c)    As of the date of this Agreement and except as provided pursuant to the Plan, the Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any securities of the Company, including securities convertible, exercisable or exchangeable into or for shares of any Capital Stock of the Company.
(d)    With a view to making available certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, on and after the Effective Date and until such date as no Holder owns any Registrable Securities, the Company agrees to:
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(i)    use reasonable best efforts to continue to file in a timely manner all reports and other documents required, if any, to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted thereunder; 
(ii)    to the extent the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, make available information necessary to comply with Section 4(a)(7) under the Securities Act and Rule 144, Rule 144A and Regulation S promulgated under the Securities Act, if available, with respect to resales of the Registrable Securities under the Securities Act, at all times, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Section 4(a)(7), Rule 144, Rule 144A and Regulation S promulgated under the Securities Act, as may be amended from time to time, or any other similar rules or regulations now existing or hereafter adopted by the Commission; and 
(iii)    upon the reasonable written request of any Holder, the Company will deliver to such Holder a written statement as to whether the Company has complied with such information requirements, and, if not, the specific reasons for non-compliance.
(e)    The Company agrees that nothing in this Agreement shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Registrable Securities pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act.
7.    Holder Undertakings.
(a)    Free Writing Prospectuses. Each Holder represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on its behalf or used or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of Common Stock without the prior written consent of the Company and, in connection with any underwritten Public Offering, the underwriters. Any such Free Writing Prospectus consented to by the Company and the underwriters, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(b)    Information for Inclusion. Each selling Holder that has requested or will request inclusion of its Registrable Securities in any Registration Statement shall furnish to the Company such information regarding such Holder and its plan and method of distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing. The Company may refuse to proceed with the registration of such Holder’s Registrable Securities if such Holder unreasonably fails to furnish such information within a reasonable time after receiving such request.
(c)    Underwritten Public Offering Participation. No Person may participate in any underwritten Public Offering under this Agreement unless such Person  agrees to sell such 
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Person’s securities on the basis provided in any underwriting arrangements in customary form entered into pursuant to this Agreement and  completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.  Notwithstanding the foregoing, no Holder included in any underwritten Public Offering shall be required to make any representations or warranties to the Company or the underwriters (other than  representations and warranties regarding  such Holder’s ownership of its Registrable Securities to be sold or transferred,  such Holder’s power and authority to effect such transfer, and  such matters pertaining to compliance with securities laws as may be reasonably requested by the Company or the underwriters, and  such other representations, warranties and other provisions relating to such Holder’s participation in such Public Offering as may be reasonably requested by the underwriters) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section ‎‎11(b), or to the underwriters with respect thereto, except to the extent of the indemnification being given to the underwriters and their controlling Persons in Section ‎‎11(b).
(d)    Price and Underwriting Discounts. In the case of an underwritten Demand Registration or Underwritten Shelf Takedown requested by the Required Holders pursuant to this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the Investor Parties beneficially owning a majority of the Registrable Securities initially requested by the Investor Parties to be included in such underwritten Public Offering.
(e)    Notice Opt-Out. Notwithstanding anything to the contrary in this Agreement, any Holder may make a written election (an “Opt-Out Election”) to no longer receive from the Company any Company Demand Registration Notice, Company Shelf Registration Notice, Company Shelf Takedown Notice, Piggyback Registration Notice or Suspension Notice (other than a Suspension Notice with respect to a Registration Statement as to which such Holder’s Registrable Securities are, or have been requested to be, included in) (each, a “Covered Notice”), and, following receipt of such Opt-Out Election, the Company shall not be required to, and shall not, deliver any such Covered Notice to such Holder from the date of receipt of such Opt-Out Election and such Holder shall have no right to participate in any Registration Statement or Public Offering as to which such Covered Notices pertain. An Opt-Out Election shall remain in effect until it has been revoked in writing and received by the Company. A Holder who previously has given the Company an Opt-Out Election may revoke such election at any time in writing, and there shall be no limit on the ability of a Holder to issue and revoke subsequent Opt-Out Elections. 
8.    Registration Expenses.
(a)    Expenses. All fees and expenses incurred by the Company in connection with this Agreement (“Registration Expenses”) will be borne by the Company. These fees and expenses will include without limitation (i) stock exchange, Commission, FINRA and other registration and filing fees, (ii) all fees and expenses incurred in connection with complying with any securities or blue sky laws (including reasonable fees, charges and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and disbursements of counsel to the 
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Company and of its independent public accountants and any other accounting and legal fees, charges and expenses incurred by the Company (including any expenses arising from any special audits or “comfort letters” required in connection with or incident to any registration) and other Persons retained by the Company, (v) the fees and expenses incurred in connection with the listing of the Registrable Securities on a National Securities Exchange, and (vi) reasonable and customary fees and expenses of any underwriter (for an underwritten Public Offering permitted by the terms of this Agreement) excluding reimbursement of counsel for such underwriters and discounts and commissions for the sale of Registrable Securities. For the avoidance of doubt, Registration Expenses shall not include Selling Expenses.
(b)    Reimbursement of Counsel. The Company will also reimburse or pay, as the case may be, the Holders of Registrable Securities included in such registration for the reasonable, documented fees and out-of-pocket expenses of one Counsel to the Holders relating to or in connection with the filing or amendment of any Registration Statement, Prospectus or Free Writing Prospectus or any Underwritten Shelf Takedown, in each case pursuant to this Agreement, within 30 calendar days of presentation of an invoice approved by such Holders and disbursements of each additional counsel retained by any Holder for the purpose of rendering a legal opinion on behalf of such Holder in connection with any underwritten Public Offering if the managing underwriters of such Public Offering or the Company reasonably request such legal opinion and Counsel to the Holders cannot reasonably provide such legal opinion due to legal jurisdiction or otherwise.
9.    Lock-Up Agreements.
(a)    Lock-Up Agreements and Market Stand-Off. 
(i)    In the event of any underwritten Public Offering (other than an Excluded Registration), if reasonably requested by the Company and the managing underwriters of such underwritten Public Offering, each Holder agrees that in connection with such underwritten Public Offering it shall not (A) offer, sell, contract to sell, pledge or otherwise dispose of (including sales pursuant to Rule 144 or Section 1145 of the Bankruptcy Code), directly or indirectly, any Capital Stock of the Company (including Capital Stock of the Company that may be deemed to be owned beneficially by such Holder in accordance with the rules and regulations of the Commission) (collectively, “Equity Securities”), (B) enter into a transaction which would have the same effect as described in clause (A) above, (C) enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences or ownership of any Equity Securities, whether such transaction is to be settled by delivery of such Equity Securities, in cash or otherwise (each of (A), (B) and (C) above, a “Sale Transaction”), or (D) publicly disclose the intention to enter into any Sale Transaction, from the earlier of (1) the date of the pricing of such Public Offering or (2) the filing of a preliminary Prospectus or Prospectus supplement immediately prior to the commencement of marketing efforts by the managing underwriters until (and including) the date that is 60 calendar days following the date of the final Prospectus or Prospectus supplement, as applicable, for such Public Offering (the “Restricted Period”), unless the underwriters managing the Public Offering otherwise agree in writing in a Lock-Up Agreement pursuant to Section ‎9(a)(ii).  Notwithstanding the foregoing, (x) the foregoing restrictions shall only be applicable to any Holder if the Company is bound by a lock-up agreement or substantially similar transfer 
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restrictions for the Restricted Period (except that the Company may offer or sell its Capital Stock in accordance with clauses (i)-(iii) in the definition of “Excluded Registration”), (y) if any Holder’s Lock-Up Agreement is any less restrictive than the foregoing provisions, then such less restrictive provisions shall apply, and (z) no Holder shall be prohibited from making a distribution of Registrable Securities to any of its partners, members or stockholders or a transfer of Registrable Securities to an Affiliate or Related Fund that is otherwise in compliance with the applicable securities laws and, if applicable, the Company’s organizational documents then in effect, so long as such distributees or transferees, as applicable, agree to be bound by the restrictions set forth in this Section 9(a)(i).  Subject to Section 9(a)(ii), each Holder agrees to execute a lock-up agreement (a “Lock-Up Agreement”) in favor of the managing underwriters of any underwritten Public Offering to the foregoing effect.  The provisions of this Section 9(a)(i) shall no longer apply to a Holder once such Holder ceases to own Registrable Securities.
(ii)    Any Lock-Up Agreement (a “Lock-Up Agreement”) required pursuant to Section 9(a)(i) shall be addressed to the managing underwriters of such underwritten Public Offering and be in customary form and substance with customary exceptions as reasonably requested by any Holder and agreed to by such managing underwriters. Each Lock-Up Agreement shall set forth a Holder’s agreement not to engage in any Sale Transactions during the Restricted Period. The foregoing requirements to enter into a Lock-Up Agreement are only applicable to a Holder if the Company is bound by and has entered into substantially similar or more restrictive Lock-Up Agreements.
(iii)    The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or other securities) subject to the restrictions set forth in this Section ‎9(a) until the end of the applicable Restricted Period of the Lock-Up Agreement. 
(b)    Company Lock-Up. If reasonably requested by the managing underwriters for any underwritten Public Offering (other than an Excluded Registration), the Company shall (except that the Company may offer or sell its Capital Stock in accordance with clauses (i)-(iii) in the definition of “Excluded Registration”): (i) agree to a customary lock up provision applicable to the Company in an underwriting agreement as reasonably requested by the managing underwriters for such Public Offering and (ii) use reasonable best efforts to cause each of its executive officers and directors to enter into Lock-Up Agreements with the managing underwriters of such Public Offering meeting the requirements of Section 9(a)(ii).
10.    [Reserved].
11.    Indemnification; Contribution.
(a)    Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder registered pursuant to this Agreement, such Holder’s Affiliates, directors, officers, employees, members, managers, agents and any Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities and expenses (“Losses”) to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities 
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were registered, Prospectus, preliminary prospectus, any road show, as defined in Rule 433(h)(4) under the Securities Act a (“road show”), or Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, 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 in the case of any Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading and the Company agrees to reimburse each such indemnified party for any reasonable legal or other reasonable, documented out-of-pocket expenses incurred by them in connection with investigating or defending any such Losses (whether or not the indemnified party is a party to any proceeding).  Notwithstanding the foregoing, the Company will not be liable (x) in any case to the extent that any such Loss arises out of or is based upon any such untrue or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein, including, without limitation, any notice and questionnaire, and (y) in the case of an occurrence of an event of the type specified in Section 6(a)(vi), related to the use by a Holder of an outdated or defective prospectus after the Company has notified such Holder that the prospectus is outdated or defective, but only if and to the extent that the misstatement or omission giving rise to such Loss would have been corrected in the final Prospectus or amendment or supplement thereto. This indemnity agreement will be in addition to any liability which the Company may otherwise have.
(b)    Indemnification by the Holders. Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers, agents and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest extent permitted by applicable law, from and against any and all Losses to which they or any of them may become subject insofar as such Losses arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Registrable Securities were registered, Prospectus, preliminary Prospectus, road show, Issuer Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, 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 in the case of any Prospectus, preliminary prospectus, road show, Issuer Free Writing Prospectus, in light of the circumstances under which they were made, to make the statements therein not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information furnished to the Company by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and questionnaire.  Notwithstanding the foregoing, (i) the maximum amount to be indemnified by such Holder pursuant to this Section ‎11(b) shall be limited to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in the Public Offering to which such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus relates, and (ii) a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, preliminary prospectus, road show or Issuer Free Writing Prospectus or any amendment thereof or supplement thereto, each Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to, and sufficient for the Company to act on, the effectiveness of such Registration Statement or the use of the Prospectus, 
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preliminary prospectus, road show or Issuer Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company. This indemnity agreement will be in addition to any liability which any such Holder may otherwise have. 
(c)    Conduct of Indemnification Proceedings. Promptly after receipt by an indemnified party under this Section ‎11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section ‎‎11(c), notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under Section ‎‎11(a) or Section ‎‎11(b) above unless and to the extent such action and such failure results in material prejudice to the indemnifying party and forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section ‎‎11(a) or Section ‎‎11(b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if:
(i)    the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with an actual or potential conflict of interest;
(ii)    the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; 
(iii)    the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action and such delay shall have prejudiced the defense of the indemnified party in the immediate action; or
(iv)    the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.
(x) No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in 
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addition to up to one local counsel) for all indemnified parties, and (y) the indemnified party shall promptly reimburse the indemnifying party for that portion of such fees and expenses applicable to such actions for which such indemnified party is finally judicially determined to not be entitled to indemnification under this Agreement. An indemnifying party shall not be liable under this Section ‎‎11 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought under this Agreement (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by such indemnifying party, which consent shall not be unreasonably withheld. No indemnifying party, in the defense of any such claim, action, suit or proceeding, shall, except with the consent of each indemnified party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement or compromise unless such settlement or compromise (x) includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a full and final release from all liability in respect to such claim or litigation and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of such indemnified party.
(d)    Contribution.
(i)    In the event that the indemnity provided in Section ‎‎11(a) or Section ‎‎11(b) above is unavailable to or insufficient to hold harmless an indemnified party for any reason, then each applicable indemnifying party agrees to contribute to the aggregate Losses (including reasonable legal or other reasonable, documented out-of-pocket expenses incurred in connection with investigating or defending same) to which such indemnifying party may be subject in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party on the one hand and by the indemnified party on the other from the Public Offering of the Common Stock.  Notwithstanding the foregoing, the maximum amount of liability in respect of such contribution shall be limited in the case of any Holder to the net proceeds (after deducting underwriters’ discounts and commissions) received by such Holder in connection with such registration. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party on the one hand and the 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. The relative fault 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 on the one hand or the indemnified party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(ii)    The parties agree that it would not be just and equitable if contribution pursuant to this Section ‎‎11(d) were determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section ‎‎11(d). The amount paid or payable by 
24






an indemnified party as a result of the Losses referred to above in this Section ‎‎11(d) shall be deemed to include any reasonable legal or other reasonable, documented out-of-pocket expenses incurred by such indemnified party in connection with investigating or defending any such action or claim.
(iii)    Notwithstanding the provisions of this Section ‎‎11(d), 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.
(iv)    For purposes of this Section 11, each Person who controls any Holder, agent or underwriter (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each director, officer, employee and agent of any such Holder, agent or underwriter shall have the same rights to contribution as such Holder, agent or underwriter, and each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this Section ‎‎11(d).
(e)    The provisions of this Section ‎11 will remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling Persons referred to in this Section 11, and will survive the transfer of Registrable Securities.
12.    Transfer of Registration Rights.
The rights of an Investor Party under this Agreement may be transferred, assigned, or otherwise conveyed on a pro rata basis in connection with any transfer, assignment, or other conveyance of Registrable Securities to any transferee or assignee.  Notwithstanding the foregoing, all of the following additional conditions shall be satisfied with respect to any transfer, assignment or conveyance of rights under this Agreement: (a) such transfer, assignment or conveyance (other than any transfer, assignment or conveyance of rights of an Investor Party to an Affiliate or Related Fund of such Investor Party) is for not less than the lesser of (i) 5% of the outstanding Common Stock and (ii) all of the Common Stock initially held by such Investor Party upon the Effective Date of the Plan; (b) such transfer, assignment or conveyance is effected in accordance with applicable securities laws and, if applicable, the Company’s organizational documents then in effect; (c) such transferee or assignee agrees in writing to become subject to the terms of this Agreement by executing and delivering to the Company a Joinder; and (d) the Company is given written notice by such Investor Party within 15 Business Days of such transfer or assignment, stating the name and address of the transferee or assignee, identifying the Registrable Securities with respect to which such rights are being transferred or assigned and the total number of Registrable Securities and other Capital Stock of the Company beneficially owned by such transferee or assignee.  Any rights assigned under this Agreement shall apply only in respect of Registrable Securities that are transferred, assigned or conveyed and not in respect of any other securities that the transferee or assignee may hold, and any Registrable Securities that are transferred, assigned or conveyed may cease to constitute Registrable Securities following such transfer, assignment or conveyance in accordance with the terms of 
25






this Agreement. Notwithstanding the foregoing, Backstop Parties shall not be entitled to transfer, assign or otherwise convey their rights under this Agreement.
13.    Amendment, Modification and Waivers; Further Assurances.
(a)    Amendment. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument, (a) signed by  the Company, and  the Majority Holders.  Notwithstanding the foregoing, no provision of this Agreement shall be modified or amended in a manner that is disproportionately and materially adverse to any Holder, without the prior written consent of such Holder, as applicable, or (b) in the case of a waiver, by the party to this Agreement waiving compliance.
(b)    Changes in Common Stock. If, and as often as, there are any changes in the Common Stock by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement as may be required so that the rights and privileges granted hereby shall continue with respect to the Registrable Securities as so changed and the Company shall make appropriate provision in connection with any merger, consolidation, reorganization or recapitalization that any successor to the Company (or resulting parent of the Company) shall agree, as a condition to the consummation of any such transaction, to expressly assume the Company’s obligations under this Agreement.
(c)    Effect of Waiver. No waiver of any terms or conditions of this Agreement shall operate as a waiver of any other breach of such terms and conditions or any other term or condition, nor shall any failure to enforce any provision of this Agreement operate as a waiver of such provision or of any other provision of this Agreement. No written waiver under this Agreement, unless it by its own terms explicitly provides to the contrary, shall be construed to effect a continuing waiver of the provisions being waived and no such waiver in any instance shall constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom such waiver is claimed in all other instances or for all other purposes to require full compliance with such provision. The failure of any party to enforce any provision of this Agreement shall not be construed as a waiver of such provision and shall not affect the right of such party thereafter to enforce each provision of this Agreement in accordance with its terms.
(d)    Further Assurances. Each of the parties to this Agreement shall execute all such further instruments and documents and take all such further action as any other party to this Agreement may reasonably require in order to effectuate the terms and purposes of this Agreement.
14.    Miscellaneous.
(a)    Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties to this Agreement shall bind and inure to the benefit of the respective successors and assigns of the parties to this Agreement (including any trustee in bankruptcy) whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders 
26






of Registrable Securities are also for the benefit of, and enforceable by, any subsequent Holder. No assignment or delegation of this Agreement by the Company, or any of the Company’s rights, interests or obligations under this Agreement, shall be effective against any Holder without the prior written consent of such Holder.
(b)    Remedies; Specific Performance. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.  Notwithstanding the foregoing, the liability of the Holders shall be several and not joint. The parties to this Agreement agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement, to the extent permitted by law. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies available under this Agreement or otherwise. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement.
(c)    Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when  delivered personally to the recipient,  e-mailed or sent by facsimile to the recipient,  one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) in the case of notices from the Company to the Holders, posted in the designated online investor portal. Such notices, demands and other communications shall be sent to the Company at the address set forth below or such address or to the attention of such other Person as the Company as specified by prior written notice to the other parties. Notwithstanding the foregoing, in its sole discretion, the Company may, or cause its agent(s) to, send written notices, demands or other communications required under this Agreement to any Holder at the address set forth on the signature page to this Agreement (with copies sent at the address set forth below), or at such address or to the attention of such other Person as the Holder has specified by prior written notice to the Company.
The Company’s address is:
California Resources Corporation 
27200 Tourney Road, Suite 200
Santa Clarita, CA 91355
Attention:     Michael Preston
Facsimile:     (818) 661-3750
Email:     michael.preston@crc.com
with copies to:
Sullivan & Cromwell LLP
125 Broad Street
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New York, NY 10004
Attention:    Alison S. Ressler
    John E. Estes
Facsimile:     (310) 407-2681
    (212) 291-9049 
Email:     resslera@sullcrom.com
    estesj@sullcrom.com
Copies of notices to the Holders shall be sent to:
Davis Polk & Wardwell LLP
450 Lexington Ave 
New York, NY 10017
Attention:    Damian S. Schaible
    Angela M. Libby
    Evan Rosen
Facsimile:     (212) 701-5580
    (212) 607-7263
    (212) 701-5505
Email:     damian.schaible@davispolk.com
    angela.libby@davispolk.com
    evan.rosen@davispolk.com
If any time period for giving notice or taking action under this Agreement expires on a day which is a Saturday, Sunday or legal holiday in the State of New York or the jurisdiction in which the Company’s principal office is located, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.
(d)    No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement.
(e)    Counterparts. This Agreement may be executed in one or more counterparts, and may be delivered by means of facsimile or electronic transmission in portable document format (“pdf”), each of which shall be deemed to be an original and shall be binding upon the party who executed the same, but all of such counterparts shall constitute the same agreement.
(f)    Descriptive Headings; Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns, pronouns, and verbs shall include the plural and vice versa. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and, if applicable, of this Agreement. The words “include,” “includes” or “including” in this Agreement shall be deemed to be followed by “without limitation.” The use of the words “or,” “either” or 
28






“any” shall not be exclusive. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties to this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor thereto in effect at the time. All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successors thereto from time to time.
(g)    Delivery by Electronic Means. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments to this Agreement or thereto, to the extent signed and delivered by electronic means, including electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party to this Agreement or to any such agreement or instrument, each other party to this Agreement or such agreement or instrument shall re-execute original forms thereof and deliver them to all other parties. No party to this Agreement or to any such agreement or instrument shall raise the use of electronic means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
(h)    Arm’s Length Agreement. Each of the parties to this Agreement agrees and acknowledges that this Agreement has been negotiated in good faith, at arm’s length, and not by any means prohibited by law.
(i)    Sophisticated Parties; Advice of Counsel. Each of the parties to this Agreement specifically acknowledges that  it is a knowledgeable, informed, sophisticated Person capable of understanding and evaluating the provisions set forth in this Agreement and  it has been fully advised and represented by legal counsel of its own independent selection and has relied wholly upon its independent judgment and the advice of such counsel in negotiating and entering into this Agreement.
(j)    Governing Law. This Agreement and the exhibits, attachments and annexes to this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York.
(k)    Submission to Jurisdiction. Any action, suit or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby must be brought in the United States District Court for the Southern District of New York or any New York state court, in each case, located 
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in the Borough of Manhattan, and each party consents to the exclusive jurisdiction and venue of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such, action, suit or proceeding in any such court or that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
(l)    Waiver of Jury Trial. Each of the parties to this Agreement hereby agrees to waive its respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Agreement, including contract claims, tort claims and all other common law and statutory claims. Each party to this Agreement acknowledges that this waiver is a material inducement to enter into this Agreement, that each has already relied on this waiver in entering into this Agreement and that each will continue to rely on this waiver in their related future dealings. Each party to this Agreement further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 14(l) AND EXECUTED BY EACH OF THE PARTIES TO THIS AGREEMENT), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
(m)    Complete Agreement. This Agreement and any certificates, documents, instruments and writings that are delivered pursuant to this Agreement, represent the complete agreement among the parties to this Agreement as to all matters covered hereby, and supersedes any prior agreements or understandings among the parties.
(n)    Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
(o)    Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding.  Notwithstanding the foregoing, (i)(A) any Holder may elect to terminate its obligations under this Agreement by giving the Company written notice thereof and (B) this Agreement shall automatically terminate with respect to a Holder that no longer holds any Registrable Securities, and (ii) the provisions of Sections 6(b), ‎7(e), 8, 9, ‎‎11 and ‎14 shall survive any termination pursuant to this Section ‎14(o).
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(p)    Independent Agreement by the Holders. The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no provision of this Agreement is intended to confer any obligations on any Holder vis-à-vis any other Holder. Nothing contained herein, and no action taken by any Holder pursuant to this Agreement, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated herein.
[Signature Pages Follow]
31







IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above.
												
		CALIFORNIA RESOURCES CORPORATION		
				
				
		By:		
			Name:	Francisco Leon

			Title:	Executive Vice President and Chief Financial Officer



[Signature Page to Registration Rights Agreement]






IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the date first written above.
									
	[HOLDER]
		
			
			
			
	By:		
		Name:	
		Title:	


Address:
_________________________________
_________________________________
_________________________________
Telephone: _______________________
Fax No.: _________________________
E-mail: __________________________
[Signature Page to Registration Rights Agreement]







Schedule I
Backstop Parties


1
    
#93522887v10    







Schedule II
Investor Parties




    


#93522887v10    







ANNEX A
Form of Joinder Agreement
THIS JOINDER AGREEMENT is made and entered into by the undersigned with reference to the following facts:
Reference is made to the Registration Rights Agreement, dated as of [●], 2020, as amended (the “Registration Rights Agreement”), by and among California Resources Corporation (the “Company”) and the other parties thereto (the “Holders”). Capitalized terms used but not defined in this Joinder Agreement shall have the meanings ascribed thereto in the Registration Rights Agreement.
As a condition to the acquisition of rights under the Registration Rights Agreement in accordance with the terms of the Registration Rights Agreement, the undersigned agrees as follows:
1.    The undersigned hereby agrees to be bound by the provisions of the Registration Rights Agreement and undertakes to perform each obligation as if an Investor Party thereunder and an original signatory thereto in such capacity.
2.    This Joinder Agreement shall bind, and inure to the benefit of, the undersigned to this Joinder Agreement and its respective devisees, heirs, personal and legal representatives, executors, administrators, successors and assigns.
3.    This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) to the extent such rules or provisions would cause the application of the laws of any jurisdiction other than the State of New York.
[Signature Page Follows]
1







IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement.
									
	[HOLDER]
		
			
			
			
	By:		
		Name:	
		Title:	
			
	Date:		






						
	Address:	
		
		
		
	Phone Number:	
	Facsimile Number:	
	E-mail for Notice:	
	I.R.S. I.D. Number:	
	Amount of Registrable Securities Acquired:	




[Signature Page to Joinder Agreement]