AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT TO RIGHTS AGREEMENT (this Amendment), dated as of August 4, 2020 (the Effective Date), is entered into by and between Forum Energy Technologies, Inc., a Delaware corporation (the Company), and American Stock Transfer & Trust Company, LLC, as rights agent (the Rights Agent), pursuant to Section 27 of the Rights Agreement, dated as of April 29, 2020 (the Rights Agreement), between the Company and the Rights Agent.
WHEREAS, the Company and the Rights Agent entered into the Rights Agreement on April 29, 2020;
WHEREAS, Section 27 of the Rights Agreement provides that at any time when the Rights are redeemable, the Company may in its sole and absolute discretion and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights or holders of Common Stock;
WHEREAS, the Rights are currently redeemable, and the Board of Directors of the Company has unanimously determined that it is in the best interests of the Company to amend the Rights Agreement on the terms set forth in this Amendment; and
WHEREAS, in accordance with Section 27 of the Rights Agreement, on the Effective Date, the Company has delivered to the Rights Agent a certificate from an appropriate officer of the Company which states that the amendments to the Rights Agreement contemplated by this Amendment are in compliance with the terms of Section 27 of the Rights Agreement, and the Company hereby directs the Rights Agent to execute this Amendment;
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein and in the Rights Agreement, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.
Section 2. Amendments to Rights Agreement. Effective as of the Effective Date, the Rights Agreement is amended as set forth in this Section 2:
(a) The definition of Acquiring Person in Section 1 of the Rights Agreement is hereby amended and restated in its entirety to read as follows:
Acquiring Person shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding, but shall not include any Exempt Person; provided, however, that no Person who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of shares of