ex4_1.htm






Exhibit 4.1


 

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into June 5, 2009, among Vantage Drilling Company, a Cayman Islands exempted company (the “Company”), and the
purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of the date hereof, between the Company and each Purchaser.

 

The Company and the Purchasers hereby agree as follows:

 


	
1.
	
Definitions.




 

Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(d).

 

“Effectiveness Date” means, with respect to the Initial Registration Statement, the 90th calendar day following the date hereof (or, in the event of a “full review” by the Commission, the 120th calendar day following the date hereof) and with respect
to any additional Registration Statements which may be required pursuant to Section 3(c), the 90th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject
to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above.

 

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

 

“Event” shall have the meaning set forth in Section 2(b).

 

“Event Date” shall have the meaning set forth in Section 2(b).

 

“Existing Shelf Registration Statement” means that registration statement on Form S-3 filed May 15, 2009 by the Company with the Commission (Registration No. 333-159299).

 

“Filing Date” means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the date hereof and, with respect to any additional Registration Statements which may be required pursuant to Section 3(c), the earliest
practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities.

 



  



 







  



 

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

 

“Indemnified Party” shall have the meaning set forth in Section 5(c).

 

“Indemnifying Party” shall have the meaning set forth in Section 5(c).

 

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement, or to the extent the Registrable Securities can be included in the Existing Shelf Registration Statement as set forth in Section 2(a), such Existing Shelf
Registration Statement.

 

“Initial Shares” means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding Ordinary Shares that are held by non-affiliates of the Company on the day
immediately prior to the filing date of the Initial Registration Statement  (or in the event the Existing Shelf Registration Statement is the Initial Registration Statement, on the day immediately prior to the filing of the Prospectus supplement).

 

“Losses” shall have the meaning set forth in Section 5(a).

 

“Placement Agent Warrant” means the warrant to purchase Ordinary Shares, dated as of the date hereof, issued by the Company to Westlake Securities L.L.C. pursuant to the Securities Purchase Agreement.

 

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

 

“Prospectus” means the prospectus included in a 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 upon Rule 430A
promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

 

“Registrable Securities” means (i) all of the Shares, (ii) the Warrant Shares, and (ii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

 

“Registration Statement” means any registration statement filed hereunder (including, if applicable, the Existing Shelf Registration Statement) and (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including
pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

 



  



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“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.

 

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule.

 

“Selling Shareholder Questionnaire” shall have the meaning set forth in Section 3(a).

 

“SEC Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii) the Securities Act.

 

“Warrant Shares” means the Ordinary Shares issued or issuable upon the exercise of the Placement Agent Warrant.

 


	
2.
	
Registration.




 

(a)           On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement; provided, however, to the
extent that the Registrable Securities may be included in the Existing Shelf Registration Statement on or before the Effectiveness Date, then the Company may include the Registrable Securities on such statement and file a Prospectus supplement thereunder on or before the Filing Date, rather than file a new Registration Statement.  In either case, the Registration Statement shall cover the resale of all or such maximum portion of the Registrable Securities as permitted by SEC Guidance (provided that
the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Holders of least two-thirds of the Registrable Securities) substantially the “Plan of Distribution” attached hereto as Annex A.  Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible, but in any event prior to the applicable Effectiveness Date, and shall use its
best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”).  The
Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day.  The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement.  The Company shall, by 9:30 a.m. New York City time
on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424.  Failure to so notify the Holder within 1 Trading Day after such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b).  Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(b), if any SEC Guidance sets forth
a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Shares held by such Holders; provided, however,
that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, the number of Ordinary Shares set forth on Schedule 6(b) hereto which shall have been included on such Registration Statement shall be reduced by up to 100%.





  



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(b)           If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, or in the case where the Initial Registration Statement is the Existing Shelf Registration Statement, the Existing Shelf Registration Statement is not declared effective and/or the
Prospectus is not filed thereunder on or prior to the Filing Date  (if the Company files the Initial Registration Statement, or any Prospectus or Prospectus supplement thereunder, without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated
by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement
within 10 Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective, or (iv) as to, in the aggregate among all Holders on a pro-rata basis based on their purchase of the Registrable Securities pursuant to the Securities Purchase Agreement, a Registration Statement registering for resale all of the Initial Shares is not declared effective by the Commission by the Effectiveness Date of the Initial
Registration Statement, or (v) all of the Registrable Securities are not registered for resale pursuant to one or more effective Registration Statements on or before the one (1) year anniversary from the date hereof, or (vi) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to
resell such Registrable Securities, for more than 10 consecutive Trading Days or more than an aggregate of 20 Trading Days (which need not be consecutive Trading Days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clause (i), (iv) and (v) the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is exceeded, and for
purpose of clause (iii) the date which such 10 Trading Day period is exceeded, and for purpose of clause (vi) the date on which such 10 or 20 Trading Day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have
been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Securities Purchase Agreement for any unregistered Registrable Securities then held by such Holder.  The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the aggregate Subscription Amount
paid by such Holder pursuant to the Securities Purchase Agreement.  If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven business days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.
The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

 



  



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3.
	
Registration Procedures.




 

In connection with the Company’s registration obligations hereunder, the Company shall:

 

(a)           Not less than  5 Trading Days prior to the initial filing (if applicable) of each Registration Statement and not less than 2 Trading Days prior to the filing of any related Prospectus or any pre- or post-amendment or supplement thereto or to such Registration
Statement (including, upon request of any Holder, any document that would be incorporated or deemed to be incorporated therein by reference, provided that if such request is not made prior to such 5 or 2 Trading Day period, as applicable, then the Company’s obligation shall only be to provide such document promptly within a reasonable period of time following such request), the Company shall (i) furnish to each Holder copies of all such documents
proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such
Prospectus or any amendments or supplements thereto to which Holders of least two-thirds of the Registrable Securities shall reasonably object in good faith, provided that the Company is notified of such objection in writing no later than 5 Trading Days after the Holders have been so furnished copies of an initial Registration Statement or 1 Trading Day after the Holders have been so furnished copies of any related Prospectus or pre- or post-effective
amendments or supplements thereto or to such Registration Statement.  Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Shareholder Questionnaire”) not less than 2 Trading Days prior to the Filing Date or by the end of the 4th Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

 

(b)            (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from
the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably possible to any Holder upon request true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality
agreement with the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

 



  



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(c)           If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Ordinary Shares then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the
applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.

 

(d)           Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than 1 Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than 1 Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and, upon request of any Holder whenever the Commission comments
in writing on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any 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 (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that any and all of
such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.

 



  



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(e)           Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

 

(f)           Furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system need not be furnished in physical form.

 

(g)           Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

 

(h)           The Company shall cooperate with any registered broker-dealer which is effecting resales of Registrable Securities in effecting any filing with the Financial Industry Regulatory Authority (“FINRA”)
Corporate Financing Department pursuant to FINRA Rule 5110 and pay the filing fee required in connection with such filing.

 

(i)           Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of
such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided,
that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

 



  



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(j)             If requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to
the extent permitted by the Securities Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

 

(k)            Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.  If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.  The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company shall be entitled
to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(b), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

 

(l)             Comply with all applicable rules and regulations of the Commission.

 

(m)           The Company may require each selling Holder to furnish to the Company a certified statement as to the number of Ordinary Shares beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over
the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within 3 Trading Days of the Company’s request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the
Company.

 

(n)            If the Commission requires any Holder to be identified in a Registration Statement as an underwriter, then the Company shall make available for inspection by (i) any Holder, (ii) legal counsel for any Holder and (iii) one firm of accountants or other agents retained
by the Holders (collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees
to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to a Holder) or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other Transaction Document.  Each Holder
agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.  Nothing herein (or in any other confidentiality agreement between the Company and any Holder) shall be deemed to limit the Holders’
ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.

 



  



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At the reasonable request of any Holder required to be identified as an underwriter by the Commission, the Company shall furnish to such Holder, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as a Holder may reasonably request (i) a letter, dated such date, from the Company’s
independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the Holders, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Holders.

 

4.             Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the
Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and auditors) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Ordinary Shares are then
listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holders, and (D) if not previously paid by the Company in connection with
an Issuer Filing, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel
for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.  In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers
and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder.  In no event shall the Company be responsible for any broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

 



  



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5.
	
Indemnification.




 

(a)           Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents, brokers
(including brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Ordinary Shares), investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d).  The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

 



  



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(b)           Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement,
any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or
(ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

 

(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

 

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such fees and expenses;
(2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party
and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party).  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its
written consent, which consent shall not be unreasonably withheld or delayed.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

 



  



11







  



 

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within
ten Trading Days of written notice thereof to the Indemnifying Party; provided, that 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 judicially determined to be not entitled to indemnification hereunder.

 

(d)           Contribution.  If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying
Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement,
any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

 

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions
of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by such Holder.

 



  



12







  



 

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

 


	
6.
	
Miscellaneous.




 

(a)           Remedies.  In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being
entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement.  The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert
or shall waive the defense that a remedy at law would be adequate.

 

(b)           No Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Except for F3 Capital pursuant to the registration rights agreement dated June 12, 2008, by and between the Company and
F3 Capital (“F3 Capital Registration Rights Agreement”), neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities.  The Company shall not file any other registration statements (other than on Form S-8 or Form S 4) until all Registrable Securities are registered pursuant
to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.

 

(c)           Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant
to a Registration Statement.

 

(d)           Discontinued Disposition.  By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described
in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.  The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.  The
Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(b).

 

(e)           Piggy-Back Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare
and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans,
then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company
shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.

 



  



13







  



 

(f)           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, unless the same shall be in writing and signed by the Company and the Holders of least two-thirds of then outstanding Registrable Securities (including, for this purpose any Registrable Securities issuable upon exercise or conversion of any security).  If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each
Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities
to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first  sentence of this Section 6(f).

 

(g)           Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Securities Purchase Agreement.

 

(h)           Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company
may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Securities Purchase Agreement.

 

(i)           No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter
into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Except for the F3 Capital Registration Rights Agreement, neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

 



  



14







  



 

(j)             Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” or “.tif” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
or “.tif” signature page were an original thereof.

 

(k)            Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Securities Purchase
Agreement.

 

(l)             Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

 

(m)           Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

 

(n)           Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

(o)           Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be
responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, 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 with respect to such obligations or the transactions contemplated by this Agreement.
Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

 

[Remainder of Page Intentionally Left Blank]





  



15







  





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

 


	  	
THE COMPANY:

	  	  	  
	  	
VANTAGE DRILLING COMPANY

	  	  	  
	  	
By:
	/s/ Paul A. Bragg
	  	  	
Name: Paul A. Bragg

	  	  	
Title:   Chairman and CEO












[Signature Pages of Holders Follow]





  



16







  





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






	  	
HOLDER:

	 	 
	  	
WESTLAKE SECURITIES L.L.C.

	  	  	  
	  	
By:
	/s/ Michael L. McAllister
	  	  	
Name: Michael L. McAllister

	  	  	
Title:   Managing Director




 

 

[Remainder of Page Intentionally Left Blank]





  



17







  





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






	  	
HOLDER:

	  	
 

	  	MSD ENERGY INVESTMENTS L.P.
	  	  
	  	
By:
	/s/ John Phelan
	  	  	
Name: John Phelan

	  	  	
Title:   Managing Partner








 

[Remainder of Page Intentionally Left Blank]






  



18







  




 


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






	  	
HOLDER:

	  	  
	  	
LIBRA OFFSHORE MASTER FUND L.P.

	  	  
	  	
By:
	
/s/ Ranjan Tuador

	  	  	
Name: Ranjan Tuador

	  	  	
Title:   General Partner








 

[Remainder of Page Intentionally Left Blank]





  



19







  



 

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






	  	
HOLDER:

	  	  
	  	
LIBRA FUND L.P.

	  	  
	  	
By:
	
/s/ Ranjan Tuador

	  	  	
Name: Ranjan Tuador

	  	  	
Title:   General Partner








 

[Remainder of Page Intentionally Left Blank]





  



20







  



 

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






	  	
HOLDER:

	  	  
	  	
IROQUOIS MASTER FUND LTD.

	  	  
	  	
By:
	
/s/ Joshua Silverman

	  	  	
Name: Joshua Silverman

	  	  	
Title:   Authorized Signatory








 

[Remainder of Page Intentionally Left Blank]





  



21







  



 

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






	  	
HOLDER:

	  	  
	  	
TETON CAPITAL PARTNERS, L.P.

	  	  
	  	
By:
	
/s/ Quincy Lee

	  	  	
Name: Quincy Lee

	  	  	
Title:   Manager of GP of GP








 

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22







  



 

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






	  	
HOLDER:

	  	  
	  	

CHILTON GLOBAL NATURAL RESOURCES PARTNERS, L.P.


	  	  
	  	
By:
	
Chilton Investment Company, LLC,

its General Partner

	  	  	  
	  	  	  
	  	
By:
	
/s/ James Steinthal

	  	  	
Name: James Steinthal

	  	  	
Title:   Managing Director








 

[Remainder of Page Intentionally Left Blank]





  



23







  



 

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






	  	
HOLDER:

	  	  
	  	
IRONMAN ENERGY MASTER FUND

	  	  
	  	
By:
	
/s/ G. Bryan Dutt

	  	  	
Name: G. Bryan Dutt

	  	  	
Title:   Managing Director








 

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24







  



 



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

  





	  	
HOLDER:

	  	  	  
	  	

ACCOUNT#C2287, BY ITS MANAGER,


	  	
MACKENZIE FINANCIAL CORPORATION

	  	  	  
	  	
By:
	
/s/ Benoit Gervais

	  	
Name:
	
Benoit Geravis

	  	
Title:
	
Vice President, Investments

	  	  	  
	  	
 
	  
	  	  	  
	  	
HOLDER:

	  	  	  
	  	
ACCOUNT#C1044, BY ITS MANAGER,

	  	
MACKENZIE FINANCIAL CORPORATION

	  	  	  
	  	
By:
	
/s/ Benoit Gervais

	  	
Name:
	
Benoit Geravis

	  	
Title:
	
Vice President, Investments




 



 



25







 



 


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






	  	
HOLDER:

	  	  
	  	
THUNEN FAMILY TRUST

	  	  
	  	
By:
	
/s/ Garret G. Thunen; Carol Thunen

	  	  	
Name: Garret G. Thunen; Carol Thunen

	  	  	
Title:   Trustees








 

[Remainder of Page Intentionally Left Blank]


 



 



26







 




 

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






	  	
HOLDER:

	  	  
	  	
JOHN F. KOHN

	  	  
	  	
By:
	
/s/ John F. Kohn

	  	  	
Name: John F. Kohn








 

[Remainder of Page Intentionally Left Blank]


 



 



27







 



  



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






	  	
HOLDER:

	  	  
	  	
CYNTHIA A. KOHN

	  	  
	  	
By:
	
/s/ Cynthia A. Kohn

	  	  	
Name: Cynthia A. Kohn








 

[Remainder of Page Intentionally Left Blank]


 



 



28







 



  


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






	  	
HOLDER:

	  	  
	  	
SANDER A. FLAUM

	  	  
	  	
By:
	
/s/ Sander A. Flaum

	  	  	
Name: Sander A. Flaum








 

[Remainder of Page Intentionally Left Blank]


 



 



29







 



  


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






	  	
HOLDER:

	  	  
	  	
MECHELE PLOTKIM FLAUM

	  	  
	  	
By:
	
/s/ Mechele Plotkim Flaum

	  	  	
Name: Mechele Plotkim Flaum








 

[Remainder of Page Intentionally Left Blank]


 



 



30







 



 



 

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






	  	
HOLDER:

	  	  
	  	
PHYLIS M. ESPOSITO

	  	  
	  	
By:
	
/s/ Phylis M. Esposito

	  	  	
Name: Phylis M. Esposito








 

[Remainder of Page Intentionally Left Blank]


 



 



31







 





 

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






	  	
HOLDER:

	  	  
	  	
HELEN R. ESPOSITO

	  	  
	  	
By:
	
/s/ Helen R. Esposito

	  	  	
Name: Helen R. Esposito








 

[Remainder of Page Intentionally Left Blank]


 



 



32







 





 

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






	  	
HOLDER:

	  	  
	  	
JOHN O'LEARY

	  	  
	  	
By:
	
/s/ John O'Leary

	  	  	
Name: John O'Leary








 

[Remainder of Page Intentionally Left Blank]


 



 



33







 





 

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






	  	
HOLDER:

	  	  
	  	
MARCELO GUISCARDO

	  	  
	  	
By:
	
/s/ Marcelo Guiscardo

	  	  	
Name: Marcelo Guiscardo








 

[Remainder of Page Intentionally Left Blank]


 



 



34







 





 

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






	  	
HOLDER:

	  	  
	  	
JORGE ESTRADA

	  	  
	  	
By:
	
/s/ Jorge Estrada

	  	  	
Name: Jorge Estrada








 

[Remainder of Page Intentionally Left Blank]


 



 



35







 





 

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






	  	
HOLDER:

	  	  
	  	
CHRISTOPHER G. DECLAIRE

	  	  
	  	
By:
	
/s/ Chrisopher G. DeClaire

	  	  	
Name: Chrisopher G. DeClaire








 

[Remainder of Page Intentionally Left Blank]


 



 



36







 





 

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






	  	
HOLDER:

	  	  
	  	
PAUL A. BRAGG

	  	  
	  	
By:
	
/s/ Paul A. Bragg

	  	  	
Name: Paul A. Bragg








 

[Remainder of Page Intentionally Left Blank]


 



 



37







 





 

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






	  	
HOLDER:

	  	  
	  	
ECLETO PARTNERS L.P.

	  	  
	  	
By:
	
/s/ John R. Russell

	  	  	
Name: John R. Russell

	  	  	
Title:   President








 

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38







 





 

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






	  	
HOLDER:

	  	  
	  	
LAKE UNION CAPITAL FUND LP

	  	  
	  	
By:
	
/s/ Michael Self

	  	  	
Name: Michael Self

	  	  	
Title:   Managing Member & Portfolio Manager








 

[Remainder of Page Intentionally Left Blank]


 



 



39







 





 

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






	  	
HOLDER:

	  	  
	  	
GEORGE AND DAPHNE HATSOPOULOS JTWROS

	  	  
	  	
By:
	
/s/ George N. Hatsopoulos; Daphne Hatsopoulos

	  	  	
Name: George N. Hatsopoulos; Daphne Hatsopoulos








 

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