REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this Agreement) is made and entered into as of February 8, 2019 by and among PetroQuest Energy, Inc., a Delaware corporation (the Company), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto.
WHEREAS, on November 6, 2018, PetroQuest Energy, Inc. and certain of its subsidiaries (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, Case No. 18-36322 (DRJ) (including all exhibits, schedules and supplements thereto and as amended from time to time, the Plan) was confirmed by the Bankruptcy Court on January 31, 2019; and
WHEREAS, the Plan provides that the Company will enter into a registration rights agreement with certain recipients of the shares of Common Stock (as defined below) and Senior Secured PIK Notes (as defined below) of the Company, in accordance with the terms set forth in the Plan; and
WHEREAS, the Company and the Holders (as defined below) are entering into this Agreement in furtherance of the aforesaid provisions of the Plan.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Holders agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Plan have the meanings given such terms in the Plan. As used in this Agreement, the following terms shall have the following meanings:
Advice has the meaning set forth in Section 16(c).
Affiliate means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. The term control (including the terms controlled by and under common control with) as used in this definition means the possession, directly or indirectly (including through one or more intermediaries), of the power or authority to direct or cause the direction of management, whether through the ownership of voting securities, by contract or otherwise.
Agreement has the meaning set forth in the Preamble.
Automatic Shelf Registration Statement means an automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act, as such definition may be amended from time to time.