REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (the Registration Rights Agreement), dated as of August 4, 2020, is entered into by and among Forum Energy Technologies, Inc., a Delaware corporation (the Company), and each of the Persons (as defined below) party hereto on the date hereof (collectively, the Initial Holders). The Company and the Holders are collectively referred to herein as the Parties.
WHEREAS, in connection with, and in consideration of, the transactions contemplated by those certain Exchange and Support Agreements, dated as of July 6, 2020, by and among the Parties, the Initial Holders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Registration Rights Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the Parties hereby agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this Registration Rights Agreement, when used in this Registration Rights Agreement the following terms shall have the meanings indicated.
Affiliate means with respect to a particular Person, any Person Controlling, Controlled by, or Under Common Control with such Person, and shall also include any Related Fund of such Person.
Board means the board of directors of the Company.
Business Day means any day other than a Saturday, a Sunday, or a holiday on which banks are authorized or required by Law to close in the city of Houston, Texas.
Common Stock means the common stock, par value $0.01 per share, of the Company.
Company has the meaning set forth in the Preamble above.
Control (including the correlative terms Controlling, Controlled by and Under Common Control) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.
Convertible Notes means the Companys 9.000% Convertible Senior Secured Notes due 2025 issued pursuant to the Convertible Notes Indenture.
Convertible Notes Indenture means the indenture, dated as of the date hereof, between the Company, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent.
DDJ means DDJ Capital Management, LLC, a Massachusetts limited liability company.