Exhibit 10.5


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT, dated as of December 13, 2019, is entered into by and among Weatherford International plc, a public limited company
organized under the law of Ireland (the “Company”), and the holders listed on Schedule I hereto (each
a “Holder” and, collectively, the “Holders”).


 


RECITALS


 


WHEREAS, on July 1,
2019, the Company and certain of its affiliates (collectively, the “Debtors”) filed voluntary petitions for
relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of
Texas, Houston Division (the “Bankruptcy Court”);


 


WHEREAS, the Chapter
11 Plan of Reorganization of the Debtors (including all exhibits, schedules and supplements thereto and as amended from time to
time, the “Plan”) was confirmed by the Bankruptcy Court on December 13, 2019;


 


WHEREAS, the Plan provides
that the Company will enter into a registration rights agreement with certain recipients of the New Common Stock (as defined in
the Plan) (the “Ordinary Shares”); and


 


WHEREAS, in accordance
with the Plan, the Company has agreed to grant to the Holders and their respective permitted assignees and transferees the registration
rights set forth in Article II hereof.


 


NOW, THEREFORE, in
consideration of the promises and the mutual agreements herein contained, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I

DEFINITIONS


 


 SECTION 1.1.    Definitions. In addition to the definitions set forth above, the following terms, as used herein, have the following meanings:




 


“Affiliate”
of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with
such Person.


 


“Agreement”
means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.


 


“Business
Day” means any day except a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
by law to close.


 


“Commission”
means the Securities and Exchange Commission.


 


“Company”
means the Company as defined in the Preamble.


 


“Company Public
Sale” means a Company Public Sale as defined in Section 2.2.


 


“Emergence
Date” means the date upon which the Company emerges from Chapter 11 proceedings in the Bankruptcy Court for the Southern
District of Texas.


 






     


     


    

 


“End of Suspension
Notice” means an End of Suspension Notice as defined in Section 2.4.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FINRA”
means Financial Industry Regulatory Authority, Inc.


 


“Holder”
means, for so long as it continues to beneficially own any Registrable Security, each of the Persons set forth on Schedule I
hereto, or any permitted assignee or transferee thereof.


 


“Indemnified
Party” means an Indemnified Party as defined in Section 2.9.


 


“Indemnifying
Party” means an Indemnifying Party as defined in Section 2.9.


 


“Initial Shelf
Registration Statement” means an Initial Shelf Registration Statement as defined in Section 2.1(a).


 


“Inspector”
means an Inspector as defined in Section 2.5.


 


“Loss”
means Loss as defined in Section 2.7.


 


“Marketed
Underwritten Shelf Take-Down” means a Marketed Underwritten Shelf Take-Down as defined in Section 2.1(d)(iii).


 


“Non-Marketed
Shelf Take-Down” means a Non-Marketed Shelf Take-Down as defined in Section 2.1(d)(vi).


 


“Notice and
Questionnaire” means a written notice, substantially in the form attached as Exhibit A, delivered by a Holder
to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Shelf
Registration Statement, (ii) containing all information about such Holder required to be included in such Shelf Registration Statement
in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act, as amended from time
to time, or any similar successor rule thereto, and (iii) pursuant to which such Holder agrees to be bound by the terms and conditions
hereof.


 


“Ordinary
Shares” means Ordinary Shares as defined the Recitals.


 


“Ordinary
Share Equivalents” means securities (including, without limitation, warrants) exercisable, exchangeable or convertible
into Ordinary Shares.


 


“Person”
means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof.


 


“Piggy-Back
Registration” means a Piggy-Back Registration as defined in Section 2.2.


 


“Registrable
Securities” means any Ordinary Shares at any time owned, either of record or beneficially, by any Holder and any additional
securities that may be issued or distributed or be issuable in respect of any Ordinary Shares by way of conversion, dividend,
stock-split, distribution or exchange, merger, consolidation, exchange, recapitalization or reclassification or similar transactions
until (i) a registration statement covering such shares has been declared effective by the Commission and such shares have been
disposed of pursuant to such effective registration statement, (ii) such shares have been publicly sold under Rule 144 or (iii)
such shares have been otherwise transferred in a transaction that constitutes a sale thereof under the Securities Act, the Company
has delivered to the Holder’s transferee a new certificate or other evidence of ownership for such shares not bearing a
Securities Act restricted stock legend and such shares may be resold or otherwise transferred by such transferee without subsequent
registration under the Securities Act.


 






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“Registration
Expenses” means Registration Expenses as defined in Section 2.6.


 


“Representatives”
means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,
consultants, equity financing partners, investment advisors or financial advisors or other Person associated with, or acting on
behalf of, such Person.


 


“Requested
Shares” means Requested Shares as defined in Section 2.1(d)(ii).


 


“Rule 144”
means Rule 144 promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that may
be promulgated by the Commission.


 


“Rule 144A”
means Rule 144A promulgated under the Securities Act, as amended from time to time, or any similar successor rule thereto that
may be promulgated by the Commission.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Selling Holder”
means a Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act pursuant to
the terms hereof.


 


“Shelf Registration
Statement” means a Shelf Registration Statement as defined in Section 2.1(b).


 


“Shelf Take-Down”
means a Shelf Take-Down as defined in Section 2.1(d)(ii).


 


“Stock Exchange”
means The NASDAQ Capital Market, the NASDAQ Global Market or the New York Stock Exchange.


 


“Subsequent
Shelf Registration Statement” means a Subsequent Shelf Registration Statement as defined in Section 2.1(b).


 


“Suspension
Event” means a Suspension Event as defined in Section 2.4.


 


“Suspension
Notice” means a Suspension Notice as defined in Section 2.4.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making
activities.


 


“Underwritten
Offering” shall mean a sale, on the Company’s or any Holder’s behalf, of Ordinary Shares or Ordinary Share
Equivalents by the Company or a Holder to an Underwriter for reoffering to the public.


 


“Underwritten
Shelf Take-Down” means an Underwritten Shelf Take-Down as defined in Section 2.1(d)(iii).


 


“Underwritten
Shelf Take-Down Notice” means an Underwritten Shelf Take-Down Notice as defined in Section 2.1(d)(iii).


 






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ARTICLE
II


REGISTRATION RIGHTS


 


 SECTION 2.1.    Shelf Registration.




 


(a)           
Preparation and Filing of Initial Shelf Registration Statement. On or before the date that is the later of
(i) seventy-five (75) days after the Emergence Date and (ii) March 30, 2020, the Company shall (x) prepare and file a “shelf”
registration statement with respect to the offer and resale of Registrable Securities, on Form S-1 (or other such appropriate form,
including Form S-3) for the offering and subsequent resale thereof, to be made on a delayed or continuous basis pursuant to Rule
415 under the Securities Act (the “Initial Shelf Registration Statement”) and (y) cause the Initial Shelf Registration
Statement to be declared effective by the Commission as promptly as reasonably practicable thereafter and maintain it for use for
the offer and resale of Registrable Securities as an effective registration statement under the Securities Act, until the earlier
of (i) the sale of all Registrable Securities registered thereunder or (ii) the replacement of the Initial Shelf Registration Statement
with a Subsequent Shelf Registration Statement (as defined below). For the avoidance of doubt, the Company shall use its reasonable
best efforts to cause any financial statements or pro forma financial information that includes “fresh start” accounting
financial information as may be required to be included in any Initial Shelf Registration Statement, as the case may be, to be
available and included in such Initial Shelf Registration Statement as soon as reasonably practicable.


 


(b)          
Preparation and Filing of Subsequent Shelf Registration Statement. Upon the Company becoming eligible to file
a registration statement on Form S-3, and only if the Initial Shelf Registration Statement is not already on Form S-3, the Company
shall use its commercially reasonable efforts to promptly (x) prepare and file a “shelf” registration statement with
respect to the offer and resale of Registrable Securities, on Form S-3 for the offering and subsequent resale thereof, to be made
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Subsequent Shelf Registration Statement”
and together with the Initial Shelf Registration Statement, the “Shelf Registration Statement”) to replace the
then existing Initial Shelf Registration Statement, if any, and (y) cause the Subsequent Shelf Registration Statement to be declared
effective by the Commission as promptly as reasonably practicable thereafter and maintain it for use for the offer and resale of
Registrable Securities as an effective registration statement under the Securities Act, until the sale of all Registrable Securities
registered thereunder.


 


(c)          
At any time after the filing of a Shelf Registration Statement, each Holder may request any additional Registrable
Securities be registered on such Shelf Registration Statement, and the Company shall thereafter use its commercially reasonable
efforts to effect such increase for such Shelf Registration Statement as promptly as practicable thereafter.


 


(d)          
Shelf Registration Statements.


 


(i)           At the time a Shelf Registration Statement pursuant to Section 2.1(a) or Section 2.1(b) is declared effective,
each Holder that has delivered a duly completed and executed Notice and Questionnaire to the Company on or prior to the date
ten (10) Business Days prior to such time of effectiveness shall be named as a Selling Holder in the Shelf Registration
Statement and the related prospectus in such a manner as to permit such Holder to deliver such prospectus to purchasers of
Registrable Securities in accordance with applicable law. If required by applicable law, subject to the terms and conditions
hereof, after effectiveness of the Shelf Registration Statement, the Company shall file a supplement to such prospectus or
amendment to the Shelf Registration Statement not less frequently than once a quarter as necessary to name as Selling Holders
therein any Holders that provide to the Company a duly completed and executed Notice and Questionnaire and shall use
commercially reasonable efforts to cause any post-effective amendment to such Shelf Registration Statement filed for such
purpose to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof.


 






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 (ii)          Any Holder included in an effective Shelf Registration Statement as a Selling Holder may initiate an offering or sale (a “Shelf Take-Down”) of all or part of such Holder’s Ordinary Shares registered under such Shelf Registration Statement (the “Requested Shares”), in which case the provisions of this Section 2.1(d) shall apply.




 


 (iii)         Following such time as the Company has filed and had declared effective a Shelf Registration Statement on Form S-3, a Holder or Holders holding Registrable Securities may elect in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”) that a Shelf Take-Down be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable; provided, however, the expected gross proceeds to be received by the initiating Holder or Holders (after deduction for underwriter’s discounts and expenses related to the issuance) must be equal to or greater than $30.0 million in the aggregate. Such initiating Holder or Holders shall indicate in such Underwritten Shelf Take-Down Notice whether it or they intend for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than five days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Holders and shall permit the participation of all such Holders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within five days after the receipt of such notice of their election to participate (but in any event no later than three days prior to the expected date of such Marketed Underwritten Shelf Take-Down). The provisions of Section 2.1(d) shall apply with respect to the rights of the Holders to participate in any Underwritten Shelf Take-Down (it being understood that the Company shall not be obligated to commence such Marketed Underwritten Shelf Take-Down until promptly following the expiration of such five-day period). Notwithstanding the foregoing, that the Company shall not be obligated to effect, or take any action to effect, an Underwritten Shelf Take-Down (i) within one hundred and eighty (180) days following the last date on which any previous Underwritten Offering was effected, (ii) during any lock-up period required by the Underwriters in any prior Underwritten Offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an Underwritten Offering by the Company.




 






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 (iv)         The Holders of a majority of the Requested Shares shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the Requested Shares, as applicable. Each Holder shall have the right to include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.3(a).




 


 (v)          In no event shall the Company be obligated to consummate an Underwritten Shelf Take-Down more than once in any one hundred and eighty (180) day period or within ninety (90) days of any previous Underwritten Offering.




 


 (vi)         All determinations as to whether to complete any distribution pursuant to an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Shelf Take-Down”) and as to the timing, manner, price and other terms of any Non-Marketed Shelf Take-Down shall be at the discretion of the applicable Holder or Holders.




 


(e)          
Filing of Additional Registration Statements. The Company shall prepare and file such additional registration
statements as necessary every three (3) years (or such other period that may be applicable under the rules and regulations promulgated
pursuant to the Securities Act) and use its commercially reasonable efforts to cause such registration statements to be declared
effective by the Commission so that the registration statement remains continuously effective with respect to resales of Registrable
Securities as of and for the periods required under Section 2.1(d), as applicable, such subsequent registration statements
to constitute a Shelf Registration Statement, as the case may be, hereunder.


 


(f)          
Selling Holders Become Party to Agreement. Each Holder acknowledges that by participating in its registration
rights pursuant to this Agreement, such Holder will be deemed a party to this Agreement and will be bound by its terms, notwithstanding
such Holder’s failure to deliver a Notice and Questionnaire; provided, that any Holder that has not delivered a duly
completed and executed Notice and Questionnaire shall not be entitled to be named as a Selling Holder in, or have the Registrable
Securities held by it covered by, a Shelf Registration Statement.


 


SECTION 2.2.   
Piggy-Back Registration. If the Company proposes to file a registration statement under the Securities Act with
respect to any underwritten public offering of its Ordinary Shares for its own account or for the account of any of its respective
securityholders (other than (a) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the
Commission), (b) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s
existing securityholders, (c) a registration incidental to an issuance of debt securities under Rule 144A or (d) a registration
of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock
plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Company
Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities
as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice
shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request
(a “Piggy-Back Registration”). Subject to Section 2.3, the Company shall include in such registration
statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt
by such Holders of any such notice; provided, that if at any time after giving written notice of its intention to register
any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company
or selling securityholders shall determine for any reason not to register or to delay registration of such securities, the Company
shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering
shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other
securities. The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included
on the same terms and conditions as any similar securities of the Company or initiating selling securityholders included therein.
Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggy-Back Registration at any time
prior to the effectiveness of such registration statement.


 






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SECTION 2.3.   
Reduction of Offering. Notwithstanding anything contained herein, if the managing Underwriter or Underwriters of
an offering described in Sections 2.1(e) or 2.2 (or, in the case of an offering of Registrable Securities pursuant
to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) advise the Company and the
Holders of the Registrable Securities included in such offering, or if such managing Underwriter or Underwriters are unwilling
to so advise, if the Company and the Holders of the Registrable Securities included in such offering conclude after consultation
with such managing Underwriter or Underwriters that (i) the size of the offering that the Holders, the Company and such other persons
intend to make or (ii) in the case of a Piggy-Back Registration only, the kind of securities that the Holders, the Company and/or
any other Persons intend to include in such offering are such that the success of the offering would be materially and adversely
affected by inclusion of the Registrable Securities requested to be included, then:


 


(a)          
if the size of the offering is the basis of such determination, the amount of securities to be offered for the accounts
of Holders shall be reduced pro rata (according to the Registrable Securities proposed for registration) to the extent
necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing
Underwriter or Underwriters (or, in the case of an offering of Registrable Securities pursuant to a Shelf Registration Statement,
in each case, not being underwritten, the majority of the Holders); provided that, pursuant to a Shelf Registration Statement,
the securities to be included in such Shelf Registration Statement shall be allocated, (x) first, 100% pro rata among the
Holders of the Registrable Securities that have requested to participate in such a Shelf Registration Statement, as applicable,
based on the relative number of Registrable Securities then held by each such Holder, (y) next, and only if all the securities
referred to in clause (x) have been included, the number of securities that the Company proposes to include in such Shelf
Registration Statement that, in the opinion of the managing Underwriter or Underwriters (or, in the case of an offering of Registrable
Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders) can
be sold without having such significant adverse effect, and (z) last, only if all of the Registrable Securities referred to in
clause (x) and clause (y) have been included in such registration, any other securities eligible for inclusion in
such registration; provided, further that, in the event of a Piggy-Back Registration, the securities to be included
in such Piggy-Back Registration shall be allocated, (A) first, 100% of the securities proposed to be sold in such Piggy-Back Registration
by the Company or any Person (other than a Holder) exercising a contractual right to demand registration, as the case may be,
proposes to sell, (B) second, and only if all the securities referred to in clause (A) have been included, the number of
Registrable Securities that, in the opinion of such managing Underwriter or Underwriters (or, in the case of an offering of Registrable
Securities pursuant to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), can
be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested
to participate in such registration based on the relative number of Registrable Securities then held by each such Holder and (C)
third, and only if all of the Registrable Securities referred to in clause (A) and clause (B) have been included
in such registration, any other securities eligible for inclusion in such registration; and


 






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(b)          
if the kind of securities to be offered is the basis of such determination, (i) the Registrable Securities to be
included in such offering shall be reduced as described in clause (a) above or, (ii) if the actions described in clause (i) would,
in the good faith, best judgment of the managing Underwriter (or, in the case of an offering of Registrable Securities pursuant
to a Shelf Registration Statement, in each case, not being underwritten, the majority of the Holders), be insufficient to substantially
eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering,
such Registrable Securities will be excluded from such offering.


 


 SECTION 2.4.    Black-Out Periods.




 


(a)         
Notwithstanding the provisions of Sections 2.1(a), 2.1(b) and 2.1(e), the Company shall be permitted
to postpone the filing of any Shelf Registration Statement filed pursuant to Section 2.1 and from time to time to require
the Holders not to sell Registrable Securities under any such Shelf Registration Statement or other registration statement or to
suspend the effectiveness thereof, for such times as the Company reasonably may determine is necessary and advisable, if any of
the following events shall occur (each such circumstance a “Suspension Event”): (i) a majority of the members
of the board of directors of the Company determines in good faith that (A) the offer or sale of any Registrable Securities would
materially impede, delay or interfere with any proposed material financing, material acquisition, corporate reorganization or other
material transaction involving the Company or (B)(x) the Company has a bona fide business purpose for preserving the confidentiality
of a material transaction that would otherwise be required to be disclosed due to such registration, (y) disclosure would have
a material adverse effect on the Company or the Company’s ability to consummate such a material transaction or (z) such a
material transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would
make it impractical or inadvisable, to cause the Shelf Registration Statement or other registration statement (or such filings)
to become effective or to promptly amend or supplement the Shelf Registration Statement or other registration statement on a post-effective
basis, as applicable; (ii) a majority of the members of the board of directors of the Company determines in good faith that it
is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement
or other registration statement or file a post-effective amendment to such Shelf Registration Statement or other registration statement
in order to ensure that the prospectus included in the Shelf Registration Statement or other registration statement (1) contains
the information required by the form on which such Shelf Registration Statement or other registration statement was filed or (2)
discloses any facts or events arising after the effective date of the Shelf Registration Statement or other registration statement
(or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the
information set forth therein; or (iii) if the Company is subject to any of its customary suspension or blackout periods, for all
or part of such period. Upon the occurrence of any such suspension, the Company shall use its commercially reasonable efforts to
cause the Shelf Registration Statement or other registration statement to become effective or to amend or supplement the Shelf
Registration Statement or other registration statement on a post-effective basis or to take such action as is necessary to permit
resumed use of the Shelf Registration Statement or other registration statement or filing thereof as soon as reasonably possible
following the conclusion of the applicable Suspension Event and its effect.


 


The Company will provide
written notice (a “Suspension Notice”) to the Holders of the occurrence of any Suspension Event; provided,
however, that the Company shall not be permitted to exercise a suspension pursuant to this Section 2.4(a) (i) more
than twice during any twelve (12)-month period, or (ii) for a period exceeding sixty (60) days in the aggregate during such twelve
(12)-month period. Upon receipt of a Suspension Notice, each Holder agrees that it will (i) immediately discontinue offers and
sales of the Registrable Securities under the Shelf Registration Statement or other registration statement and (ii) maintain the
confidentiality of any information included in the Suspension Notice unless otherwise required by law or subpoena. The Holders
may recommence effecting offers and sales of the Registrable Securities pursuant to the Shelf Registration Statement or other
registration statement (or such filings) following further written notice to such effect (an “End of Suspension Notice”)
from the Company, which End of Suspension Notice shall be given by the Company to the Holders promptly following the conclusion
of any Suspension Event and its effect; provided that the Holders agree that they will only effect such offers and sales
pursuant to any supplemental or amended prospectus that has been provided to them by the Company pursuant to Section 2.4(b).


 






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(b)         
Notwithstanding any provision herein to the contrary, if the Company shall give a Suspension Notice with respect
to any Shelf Registration Statement or other registration statement pursuant to Section 2.4(a), the Company agrees that
it shall extend the period of time during which such Shelf Registration Statement or other registration statement shall be maintained
effective (including the period referred to in Section 2.5(a)) 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 promptly provide copies of the supplemented or amended prospectus necessary to resume offers and sales, with respect to each
Suspension Event; provided, that such period of time shall not be extended beyond the date that the Ordinary Shares covered
by such Shelf Registration Statement or other registration statement are no longer Registrable Securities.


 


SECTION 2.5.   
Registration Procedures; Filings; Information. Subject to Section 2.4, in connection with any Shelf Registration
Statement under Section 2.1 or Piggy-Back Registration under Section 2.2, the Company will use its commercially reasonable
efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition
thereof as quickly as practicable, and in connection with any such request:


 


(a)          
The Company will as expeditiously as possible prepare and file with the Commission a registration statement on any
form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof
and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective and available
for use for the offer and resale of Registrable Securities in accordance with this Agreement.


 


(b)         
The Company will, at least five (5) Business Days prior to filing a registration statement or prospectus or any amendment
or supplement thereto, furnish to each Selling Holder and each Underwriter, if any, of the Registrable Securities covered by such
registration statement copies of such registration statement as proposed to be filed with copies of all documents proposed to be
filed, which documents shall be subject to the review and opportunity to comment by such Selling Holder and Underwriter, if any,
and their respective counsel and, except in the case of a registration statement under Section 2.2, not file any registration
statement or amendments or supplements thereto to which the Underwriter, if any, shall reasonably object. The Company shall thereafter
furnish to such Selling Holder and Underwriter, if any, such number of conformed copies of such registration statement, each amendment
and supplement thereto (and upon request, all exhibits thereto and documents incorporated by reference therein), the prospectus
included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder
or Underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Selling
Holder and provide counsel to the Selling Holder with a reasonable opportunity to review and comment on all such documents of no
less than five (5) Business Days, 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.


 






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(c)          
Notify each Selling Holder of Registrable Securities, promptly after the Company receives notice thereof, of the
time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration
statement has been filed.


 


(d)          
After the filing of the registration statement, the Company will promptly notify each Selling Holder of Registrable
Securities covered by such registration statement of (i) any stop order issued or threatened by the Commission or any order by
the Commission or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the
initiation or threatening of any proceedings for such purposes, (ii) any written comments by the Commission or any request by the
Commission or any other federal or state governmental authority for amendments or supplements to such registration statement or
for additional information or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification
of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose.


 


(e)          
The Company will promptly take all reasonable actions required to prevent, or obtain the withdrawal of, any stop
order or other order suspending the use of any preliminary or final registration statement.


 


(f)           
The Company will use its commercially reasonable efforts to (i) register or qualify the Registrable Securities under
such other securities or blue sky laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling
Holder or managing Underwriter or Underwriters, if any, reasonably (in light of such Selling Holder’s intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities
as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be
reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned
by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this paragraph (f), (B) subject itself to taxation in any such jurisdiction
or (C) consent to general service of process in any such jurisdiction.


 


(g)         
The Company will promptly notify each Selling Holder of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the Company’s receipt of any notification of
the suspension of the qualification of any Registrable Securities covered by a Shelf Registration Statement for sale in any jurisdiction,
(ii) the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading and promptly prepare and make available to each Selling Holder any
such supplement or amendment and (iii) deliver to each Selling Holder and each Underwriter, if any, without charge, as many copies
of the applicable prospectus (including each preliminary prospectus), any amendment or supplement thereto as may be necessary so
that, as thereafter delivered to each Selling Holder and each Underwriter, if any, such prospectus will not contain an untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and such other documents useful to facilitate the disposition
of the Registrable Securities as such Selling Holder or Underwriter may reasonably request.


 


(h)          
The Company will promptly (i) incorporate in a prospectus supplement or post-effective amendment such information
as the Underwriter, if any, reasonably believes should be included therein relating to the plan of distribution with respect to
such Registrable Securities, and make all required filings of such prospectus supplement or post-effective amendment, (ii) furnish
to each Selling Holder and each Underwriter, if any, without charge, as many conformed copies as such Selling Holder or Underwriter
may reasonably request of the applicable registration statement and any amendment or post-effective amendment thereto, including
financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated
by reference).


 






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(i)           
The Company will enter into customary agreements (including an underwriting agreement and indemnification agreements,
if any, in customary forms) and use commercially reasonable efforts to take such other actions as the Underwriters, if any, reasonably
request or that are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities, including,
without limitation, (A) obtain for delivery to the Selling Holders and to the Underwriters, if any, an opinion or opinions from
counsel for the Company dated the effective date of the applicable registration statement or, in the event of an underwritten offering,
the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably
satisfactory to such Holders or Underwriters, as the case may be, and their respective counsel, (B) in the case of an underwritten
offering, obtain for delivery to the Company and the managing Underwriter or Underwriters, with copies to the Selling Holders,
a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters
of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request, dated the
date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement and (C) cooperate
with each Selling 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.


 


(j)           
The Company will make available for inspection by any Selling Holder of such Registrable Securities, if such Selling
Holder has a due diligence defense under the Securities Act, any Underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other professional retained by any such Selling Holder or Underwriter (collectively,
the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company
as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any Inspector in connection with such registration statement,
subject to entry by each such Inspector into a customary confidentiality agreement in a form reasonably acceptable to the Company.


 


(k)          
The Company will otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations
of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering
a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any
successor rule or regulation hereafter adopted by the Commission) and which requirement will be deemed satisfied if the Company
timely files complete and accurate information on Form 10-Q and Form 10-K and Current Reports on Form 8-K under the Exchange Act
and otherwise complies with Rule 158 under the Securities Act.


 


(l)          
The Company may require each Selling Holder of Registrable Securities to promptly furnish in writing to the Company
such information regarding such Selling Holder, the Registrable Securities held by it and the intended method of distribution of
the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally
required in connection with such registration. No Holder may include Registrable Securities in any registration statement pursuant
to this Agreement unless and until such Holder has furnished to the Company such information. Each Holder further agrees to furnish
as soon as reasonably practicable to the Company all information required to be disclosed in order to make information previously
furnished to the Company by such Holder not materially misleading.


 






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(m)         
Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the
kind described in Section 2.5(g), such Selling Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the registration statement covering such Registrable Securities until such Selling Holder’s receipt of written notice
from the Company that such disposition may be made and, in the case of clause (ii) of Section 2.5(g), copies of the supplemented
or amended prospectus contemplated by clause (ii) of Section 2.5(g). Each Selling Holder of Registrable Securities agrees
that it will promptly notify the Company at any time when a prospectus relating to the registration of such Registrable Securities
is required to be delivered under the Securities Act of the happening of an event as a result of which information previously furnished
by such Selling Holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact
or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances in which they were made. In the event the Company shall give such notice, the Company shall extend the
period during which such registration statement shall be maintained effective (including the period referred to in Section 2.5(a))
by the number of days during the period from and including the date of the giving of notice pursuant to Section 2.5(g) to
the date when the Company shall provide written notice that such dispositions may be made and, in the case of clause (ii) of Section
2.5(g), make available to the Selling Holders of Registrable Securities covered by such registration statement a prospectus
supplemented or amended to conform with the requirements of Section 2.5(g).


 


(n)          
In the case of an underwritten offering, the Company will cooperate in all marketing efforts, including, without
limitation, providing information and materials and causing senior executive officers of the Company to participate in meetings,
customary “road show” presentations and/or investor conference calls to market the Registrable Securities that may
be reasonably requested by the managing Underwriter or Underwriters in any such underwritten offering and otherwise to facilitate,
cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto.


 


(o)         
With respect to any notice of a filing of or copies of a registration statement provided by the Company to a Holder
prior to the filing of a registration statement pursuant to Section 2.1 or Section 2.2, each of the Holders receiving
such notice and information shall maintain the confidentiality until the Company’s public disclosure of and comply with applicable
law with respect to any such information, including the Company’s intention to file the registration statement.


 


(p)          
Provide and cause to be maintained a transfer agent and registrar for the Registrable Securities included in a registration
statement no later than the effective date thereof.


 


(q)         
Otherwise use its commercially reasonable efforts to take all other steps necessary to effect the registration of
Registrable Securities contemplated by this Agreement.


 


SECTION 2.6.   
Registration Expenses. In connection with any registration statement required to be filed hereunder, the Company
shall pay the following registration expenses incurred in connection with the registration hereunder (the “Registration
Expenses”), regardless of whether such registration statement is declared effective by the Commission: (a) all registration
and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, (b) fees and
expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), (c) all printing, duplicating, word processing, messenger, telephone,
facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses), (d) internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal or accounting duties), (e) the fees and expenses incurred
in connection with the listing of the Registrable Securities, (f) reasonable fees and disbursements of counsel for the Company
and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of
any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort
letters requested pursuant to Section 2.5(h)), (g) the reasonable fees and expenses of any special experts retained by
the Company in connection with such registration, (h) reasonable fees and disbursements of one (1) legal counsel plus any regulatory
counsel and local or foreign counsel, as appropriate, for all Selling Holders participating in such registration, and (i) any
reasonable fees and disbursements of the Underwriters, if any, customarily paid by issuers or sellers of securities. The Company
shall have no obligation to pay any underwriting fees, discounts or commissions attributable to the sale of Registrable Securities
or any transfer taxes relating to the registration or sale of the Registrable Securities.


 






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SECTION 2.7.   
Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the full extent permitted by
law, each Selling Holder of Registrable Securities, each member, limited partner or general partner thereof, each member, limited
partner or general partner of each such member, limited or general partner, each of their respective Affiliates, officers, directors,
stockholders, employees, advisors, and agents and each Person, if any, who controls such Persons within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives from and against any and
all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses (including reasonable costs of investigation
and legal expenses) (each, a “Loss”, and collectively, “Losses”) that arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus
relating to such Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus, or that arise out
of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent,
but only to the extent that such Losses that arise out of or are based upon any such untrue statement or omission or alleged untrue
statement or omission with respect to information relating to such Selling Holder included in reliance upon and in conformity with
information furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion
in such registration statement, prospectus, amendment or supplement, as the case may be. This indemnity shall be in addition to
any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such Selling Holder or any Indemnified Party and shall survive the transfer of such securities by such
Selling Holder. The Company also agrees to indemnify any Underwriters of the Registrable Securities, their officers and directors
and each Person who controls such underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act and each of their respective Representatives on substantially the same basis as that of the indemnification of the Selling
Holders provided in this Section 2.7.


 


SECTION 2.8.   
Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify
and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each of their respective Representatives
to the same extent as the foregoing indemnity from the Company to such Selling Holder pursuant to Section 2.7, but only
with respect to written information relating to such Selling Holder included in reliance upon and in conformity with information
furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement
or prospectus relating to the Registrable Securities of such Selling Holder, or any amendment or supplement thereto, or any preliminary
prospectus. In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such
controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the
rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have
the rights and duties given to such Selling Holder, by Section 2.7. Notwithstanding the foregoing, in no event will the
liability of a Selling Holder under this Section 2.8 or Section 2.10 or otherwise hereunder exceed the net proceeds
actually received by such Selling Holder.


 






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SECTION 2.9.   Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted
involving any Person in respect of which indemnity may be sought pursuant to Sections 2.7 or 2.8, such Person (an
“Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (an “Indemnifying
Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that
the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of its obligations under Sections
2.7 or 2.8, as applicable, except to the extent such Indemnifying Party is materially prejudiced by such failure. In
any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually
agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include
both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection
with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties relating to the
same class of Ordinary Shares, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any
such separate firm for the Indemnified Parties relating to the same class of Ordinary Shares, such firm shall be designated in
writing by (i) in the case of Persons indemnified pursuant to Section 2.7, the Selling Holders which owned a majority of
the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant
to Section 2.8, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without
its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final
judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against
any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed),
effect any settlement of any pending or threatened proceeding in respect of with any Indemnified Party is or could have been a
party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such proceeding without any admission of liability by such
Indemnified Party.


 


SECTION 2.10. Contribution.
If the indemnification provided for in Sections 2.7 or 2.8 is held by a court of competent jurisdiction to be unavailable
to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities referred to herein, then each
such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (a) as between the Company and the Selling Holders
on the one hand and the Underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received
by the Company and the Selling Holders on the one hand and the Underwriters on the other from the offering of the securities,
or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative
benefits but also the relative fault of the Company and the Selling Holders on the one hand and of the Underwriters on the other
in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations and (b) between the Company on the one hand and each Selling Holder on the other, in such proportion
as is appropriate to reflect the relative fault of the Company and of each Selling Holder in connection with such statements or
omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Selling Holders on the one hand and the Underwriters on the other shall
be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions
but before deducting expenses) received by the Company and the Selling Holders bear to the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the cover page of the prospectus. The relative fault of
the Company and the Selling Holders on the one hand and of the Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the Selling Holders or by the Underwriters. The relative fault
of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 






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The Company and the
Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.10 were determined
by pro rata allocation (even if the Underwriters 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 in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 2.10, no Underwriter shall be required to contribute any amount in excess of the amount by which
the total price at which the securities underwritten by it and distributed to the public were offered to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement
or omission or alleged omission, and no Selling Holder shall be required to contribute any amount in excess of the amount by which
the total price at which the securities of such Selling Holder were offered to the public exceeds the amount of any damages which
such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. 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. The Selling Holder’s obligations
to contribute pursuant to this Section 2.10 are several in such proportion that the proceeds of the offering received by
such Selling Holder bears to the total proceeds of the offering received by all the Selling Holders, and not joint. For the avoidance
of doubt, this Section 2.10 applies in the case of a “shelf” registration and an underwritten offering.


 


SECTION 2.11. Participation
in Underwritten Offerings. No Person may participate in any underwritten offering hereunder unless such Person (a) agrees to
sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such customary underwriting arrangements and the registration
rights provided for in this Article II.


 


SECTION 2.12. Rules
144, 144A, 903 and 904; Other Exemptions. With a view to making available to the Holders of Registrable Securities the benefits
of Rule 144 and Rule 144A and other rules and regulations of the Commission that may at any time permit a Holder of Registrable
Securities to sell securities of the Company without registration, until such time as when no Registrable Securities remain outstanding,
the Company covenants that it will 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, and that it will take such further
action as any Holder may reasonably request, 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 (x) Section 4(a)(7)
of 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), as such rules may be amended from time to time or (y) any other rules or regulations
now existing or hereafter adopted by the Commission. Upon the reasonable request of any Holder of Registrable Securities, the
Company will deliver to such Holder a written statement as to whether it has complied with such information requirements, and,
if not, the specific reasons for non-compliance.


 






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 SECTION 2.13. Holdback Agreements.




 


(a)           
Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable
law, in connection with any underwritten public offering, each Holder who is participating in such offering or who “beneficially
owns” (as such term is defined under the Exchange act) five percent (5%) or more of the Ordinary Shares agrees not to effect
any public sale or distribution of the Ordinary Shares being registered or a similar security of the Company, or any securities
convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to, and during the sixty
(60)-day period beginning on, the pricing date of such underwritten public offering (such period, the “Lockup Period”)
(except as part of such underwritten public offering), if and to the extent requested in writing by the managing Underwriter or
Underwriters (such agreement to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters); provided
that such Lockup Period is applicable on terms that are customary and substantially similar to those applicable to the Company
and the executive officers and directors of the Company; provided further that the restrictions set forth in
this Section 2.13 shall not apply to (x) any Holder who does not have the right to participate in such offering, (y) any Holder
whose Registrable Securities are not included in such offering after such Holder makes a request to participate in such offering
in accordance with the terms of Section 2.3 and (z) any Registrable Securities that are included in such offering by such
Holder; provided further that nothing herein will prevent any Holder that is a partnership or corporation from
making a distribution of Registrable Securities to the partners, stockholders or beneficial owners thereof or a transfer to an
Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees or transferees agree to
be bound by the restrictions set forth in this Section 2.13(a). Each Holder shall receive the benefit of any shorter Lockup
Period or permitted exceptions (on a pro rata basis) agreed to by the managing Underwriter or Underwriters irrespective of whether
such Holder participated in the underwritten public offering. This Section 2.13(a) will no longer apply to a Holder once such
Holder ceases to hold Registrable Securities.


 


(b)           
Restrictions on Public Sale by the Company and Others. The Company agrees that any agreement entered into
after the date of this Agreement pursuant to which the Company issues or agrees to issue any privately placed securities shall
contain a provision under which holders of such securities agree not to effect any sale or distribution of any securities of the
same class or convertible into securities of the same class as those being sold in connection with an underwritten public offering
in accordance with Sections 2.1 or 2.2, or any securities convertible into or exchangeable or exercisable for such
securities, during the seven (7) days prior to, and during the 90-day period beginning on, the pricing date of such underwritten
public offering (except as part of such underwritten public offering where the Holders of a majority of the Registrable Securities
to be included in such underwritten public offering consent or as part of registration statements filed as set forth in Sections
2.2(a) or (c)), if and to the extent requested in writing by the managing Underwriter or Underwriters (such agreement
to be in the form of lock-up agreement provided by the managing Underwriter or Underwriters), in each case including a sale pursuant
to Rule 144 (except as part of any such registration, if permitted); provided, however, that the provisions of this
paragraph (b) shall not prevent the conversion or exchange of any securities pursuant to their terms into or for other securities.


 






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ARTICLE
III

MISCELLANEOUS


 


SECTION 3.1.   
Stock Exchange Listing. The Company shall use its commercially reasonable efforts to cause any Registrable Securities to
be listed on a Stock Exchange.


 


SECTION 3.2.   
Remedies. In addition to being entitled to exercise all rights provided herein and granted by law, including recovery
of damages, the Holders shall be entitled to specific performance of the rights under this Agreement. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. Notwithstanding
the foregoing, specific performance shall not be available with respect to the rights and obligations of the parties pursuant to
Sections 2.14(a) and (b).


 


SECTION 3.3.   
Term and Termination. In the event that a given Holder ceases to “beneficially own” (as such term is
defined under the Exchange act) one percent (1%) or more of the Ordinary Shares, all of such Holder’s rights and obligations
under this Agreement shall expire and such Holder will cease to be a “Holder” for all purposes hereunder without any
further action of the Company or any other party hereto. This Agreement shall terminate upon the earlier of December 13, 2023 and
such time as there are no Registrable Securities outstanding.


 


SECTION 3.4.   
Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without
the written consent of the Company and the Holders of a majority of the Registrable Securities. No failure or delay by any party
to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right
or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement
or condition.


 


SECTION 3.5.   
Notices. All notices, requests, consents, and other communications hereunder to any party hereto shall be deemed
to be sufficient if contained in a written instrument delivered in person or sent by facsimile, electronic mail, nationally recognized
overnight courier, or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party
at the address set forth below:


 


(a)          
if to a Holder, initially to the address, email and facsimile set forth on Schedule I opposite such Holder’s
name or to such other address and to such other Persons as such Holder may hereafter specify in writing; and


 


(b)          
if to the Company, to:


 


Weatherford International plc


2000 St. James Place


Houston, Texas 77056


Attn: Christina Ibrahim, EVP, General Counsel &
Chief Compliance Officer


Phone: (713) 836-4000


Fax: (713) 836-5032


E-mail: Christina.Ibrahim@Weatherford.com


 


SECTION 3.6.   
Successors and Assigns. Except pursuant to a sale of Ordinary Shares and except as expressly provided in this Agreement,
the rights and obligations of the Holders under this Agreement shall not be assignable by any Holder to any Person that is not
a Holder (including any Person that becomes a Holder by means of purchase of Ordinary Shares from a Holder as of the date hereof).
All rights hereunder shall be assignable in connection with a transfer of Registrable Securities. This Agreement shall be binding
upon the parties hereto and their respective successors, assigns and transferees.


 






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SECTION 3.7.   
Counterparts. This Agreement may be executed in any number of counterparts and by different parties and separate
counterparts, each of which when so executed and delivered, shall be deemed an original, and all of which, when taken together,
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic
means shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 3.8.   
Choice of Laws; Submission to Jurisdiction; Waiver of Jury Trial. The validity of this Agreement, the construction,
interpretation, and enforcement hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related
hereto shall be determined under, governed by, and construed and enforced in accordance with the internal laws of the State of
New York without regard to any conflicts of laws principles (but including and giving effect to Sections 5-1401 and 5-1402 of the
New York General Obligations Law) that would result in the application of the law of another jurisdiction. Each party to this Agreement
agrees that, in connection with any legal suit or proceeding arising with respect to this Agreement, it shall submit to the non-exclusive
jurisdiction of the United States District Court for the Southern District of New York or the applicable New York state court located
in New York County and agrees to venue in such courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 3.9.   
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.


 


SECTION 3.10. Entire
Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect
to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject matter.


 


SECTION 3.11. Headings.
The section headings of this Agreement are for convenience of reference only and shall not, for any purpose, be deemed to be part
of this Agreement or otherwise affect the interpretation of this Agreement.


 


SECTION 3.12. No
Third Party Beneficiaries. Nothing express or implied herein is intended or shall be construed to confer upon any person or
entity, other than the parties hereto and their respective successors and assigns and all Indemnified Parties, any rights, remedies
or other benefits under or by reason of this Agreement.


 


[remainder of page intentionally left blank;
signature page follows]


 






    18


     


    

 


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


 


	 	COMPANY
	 	 
	 	WEATHERFORD INTERNATIONAL PLC
	 	 
	 	By:	/s/ Stuart Fraser
	 	 	Name:  	Stuart Fraser
	 	 	Title:	Chief Financial Officer


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


[Noteholder Signatures]


 






     


     


    




 


EXHIBIT A


 


WEATHERFORD INTERNATIONAL PLC

FORM OF NOTICE AND QUESTIONNAIRE


 


The undersigned beneficial
holder of shares of Ordinary Shares, par value $0.001 per share (the “Ordinary Shares”), of Weatherford International
plc (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange
Commission (the “SEC”) one or more registration statements, including registration statements on Form S-1 and
Form S-3, as applicable (collectively, the “Shelf Registration Statement”) for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in
accordance with the terms of the Registration Rights Agreement, dated December 13, 2019 (the “Registration Rights Agreement”),
among the Company and the holders party thereto. A copy of the Registration Rights Agreement is available from the Company upon
request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Registration Rights Agreement.


 


Each beneficial owner
of Registrable Securities is entitled to the benefits of the Registration Rights Agreement. In order to sell or otherwise dispose
of any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities generally
will be required to be named as a selling security holder in the related prospectus, deliver a prospectus to purchasers of Registrable
Securities and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including
certain indemnification provisions as described below). To be included in the Shelf Registration Statement, this Notice and
Questionnaire must be completed, executed and delivered to the Company at the address set forth herein on or prior to the tenth
business day before the effectiveness of the Shelf Registration Statement. We will give notice of the filing and effectiveness
of the initial Shelf Registration Statement by mailing a notice to the holders at their addresses set forth in the register of
the registrar.


 


Beneficial owners that
do not complete this Notice and Questionnaire and deliver it to the Company as provided below will not be named as selling security
holders in the prospectus and therefore will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration
Statement. Beneficial owners are encouraged to complete and deliver this Notice and Questionnaire prior to the effectiveness of
the initial Shelf Registration Statement so that such beneficial owners may be named as selling security holders in the related
prospectus at the time of effectiveness. Upon receipt of a completed Notice and Questionnaire from a beneficial owner following
the effectiveness of the initial Shelf Registration Statement, in accordance with the Registration Rights Agreement, the Company
will file such amendments to the initial Shelf Registration Statement or additional shelf registration statements or supplements
to the related prospectus as are necessary to permit such holder to deliver such prospectus to purchasers of Registrable Securities.


 


Certain legal consequences
arise from being named as selling security holders in the Shelf Registration Statement and the related prospectus. Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling security holder in the Shelf Registration Statement and the related prospectus.


 






     


     


    

 


NOTICE


 


The undersigned beneficial
owner (the “Selling Security Holder”) of Registrable Securities hereby elects to include in the prospectus forming
a part of the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item 3 (unless
otherwise specified under Item 3). The undersigned, by signing and returning this Notice and Questionnaire, understands that it
will be bound by the terms and conditions of this Notice and Questionnaire and the Registration Rights Agreement.


 


Pursuant to the Registration
Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Company and its directors, officers and each person,
if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act,
from and against certain losses arising in connection with statements concerning the undersigned made in the Shelf Registration
Statement or the related prospectus in reliance upon the information provided in this Notice and Questionnaire.


 


The undersigned hereby
provides the following information to the Company and represents and warrants to the Company that such information is accurate
and complete:


 


QUESTIONNAIRE


 


1.           (a)
Full Legal Name of Selling Security Holder:


 


(b) Full Legal Name
of registered holder (if not the same as (a) above) through which Registrable Securities listed in Item (3) below are held:


 


(c) Full Legal Name
of DTC Participant (if applicable and if not the same as (b) above) through which Registrable Securities listed in Item (3) below
are held:


 


(d) List below the
individual or individuals who exercise voting and/or dispositive powers with respect to the Registrable Securities listed in Item
(3) below:


 


2.           Address
for Notices to Selling Security Holder:


 


Telephone:

Fax:

E-mail address:

Contact Person:


 


3.           Beneficial
Ownership of Registrable Securities:


 


Type of Registrable Securities beneficially
owned, and number of shares of Ordinary Shares beneficially owned:


 


4.           Beneficial
Ownership of Securities of the Company Owned by the Selling Security Holder:


 


Except as set forth below in this Item
(4), the undersigned is not the beneficial or registered owner of any securities of the Company, other than the Registrable
Securities listed above in Item (3).


 


Type and amount of other securities beneficially
owned by the Selling Security Holder:


 






     


     


    

 


5.       Relationship
with the Company


 


Except as set forth below, neither the
undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office
or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


6.             Plan
of Distribution


 


Except as set forth below, the undersigned
(including its donees or pledgees) intends to distribute the Registrable Securities listed above in Item (3) pursuant to the Shelf
Registration Statement only as follows and will not be offering any of such Registrable Securities pursuant to an agreement, arrangement
or understanding entered into with a broker or dealer prior to the effective date of the Shelf Registration Statement. Such
Registrable Securities may be sold from time to time directly by the undersigned or, alternatively, through underwriters or broker-dealers
or agents. If the Registrable Securities are sold through underwriters or broker-dealers, the Selling Security Holder will be responsible
for underwriting discounts or commissions or agent’s commissions. Such Registrable Securities may be sold in one or more
transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale,
or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) 


 


(i) on any national
securities exchange or quotation service on which the Registrable Securities may be listed or quoted at the time of sale;


 


(ii) in the over-the-counter
market;


 


(iii) in transactions
otherwise than on such exchanges or services or in the over-the-counter market; or


 


(iv) through the writing
of options.


 


In connection with
sales of the Registrable Securities or otherwise, the undersigned may enter into hedging transactions with broker-dealers, which
may in turn engage in short sales of the Registrable Securities and deliver Registrable Securities to close out such short positions,
or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.


 


State any exceptions
here:


 


Note: In no event may such method(s)
of distribution take the form of an underwritten offering of the Registrable Securities without the prior written agreement of
the Company. 


 


ACKNOWLEDGEMENTS


 


The undersigned acknowledges
that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules
thereunder relating to stock manipulation, particularly Regulation M thereunder (or any successor rules or regulations), in connection
with any offering of Registrable Securities pursuant to the Registration Rights Agreement. The undersigned agrees that neither
it nor any person acting on its behalf will engage in any transaction in violation of such provisions.


 


The Selling Security
Holder hereby acknowledges its obligations under the Registration Rights Agreement to indemnify and hold harmless certain persons
set forth therein. Pursuant to the Registration Rights Agreement, the Company has agreed under certain circumstances to indemnify
the Selling Security Holders against certain liabilities.


 






     


     


    

 


In accordance with
the undersigned’s obligation under the Registration Rights Agreement to provide such information as may be required by law
for inclusion in the Shelf Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the date hereof at any time while the Shelf Registration
Statement remains effective. All notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing at
the address set forth below.


 


In the event that the
undersigned transfers all or any portion of the Registrable Securities listed in Item 3 above after the date on which such information
is provided to the Company, the undersigned agrees to notify the transferee(s) at the time of transfer of its rights and obligations
under this Notice and Questionnaire and the Registration Rights Agreement.


 


By signing this Notice
and Questionnaire, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through
(6) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Shelf
Registration Statement and the related prospectus.


 


Once this Notice and
Questionnaire is executed by the Selling Security Holder and received by the Company, the terms of this Notice and Questionnaire
and the representations and warranties contained herein shall be binding on, shall insure to the benefit of and shall be enforceable
by the respective successors, heirs, personal representatives and assigns of the Company and the Selling Security Holder with respect
to the Registrable Securities beneficially owned by such Selling Security Holder and listed in Item 3 above.


 


This Notice and Questionnaire
shall be governed by, and construed in accordance with, the laws of the State of New York.


 


IN WITNESS WHEREOF,
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


	 	Beneficial Owner
	 	 
	 	By:	      
	 	Name:
	 	Title:
	 	Dated:


 


Please return the completed and executed
Notice and Questionnaire to:


 


	Weatherford International
    plc	Fax: (713) 836-5032
	2000 St. James Place	E-mail: Christina.Ibrahim@Weatherford.com
	Houston, Texas 77056	 
	Attn: Christina Ibrahim, EVP, General Counsel
    & Chief Compliance Officer	 
	Phone: (713) 836-4000