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WARRANT ASSIGNMENT AND ASSUMPTION
AGREEMENT
This WARRANT
ASSIGNMENT AND ASSUMPTION AGREEMENT (the “ Agreement
”) is dated and effective as of February 26, 2009, by
and between Weatherford International Ltd., a Bermuda exempted
company (“ Assignor ”), and Weatherford
International Ltd., a Swiss joint-stock corporation (“
Assignee ”).
WHEREAS, Assignor
is a party to those certain amended and restated warrants to
purchase an aggregate of 12,982,856 common shares of Assignor
(each, a “ Warrant ” and collectively, the
“ Warrants ”); and
WHEREAS, pursuant
to a share exchange transaction effected by a scheme of
arrangement, in connection with a share exchange agreement, between
Assignor and Assignee, pursuant to which each holder of common
shares of Assignor before the transaction transferred such common
shares to Assignee in exchange for the same number of shares of
Assignee (the “ Redomestication ”), Assignor has
become a direct, wholly-owned subsidiary of Assignee;
and
WHEREAS, pursuant
to Section 5(b) of each Warrant, upon consummation of a
Reincorporation Transaction (as defined in the Warrants), which
includes the Redomestication, all of the rights and obligations of
Assignor under each Warrant shall immediately be assigned to
Assignee, and the holder of a Warrant shall thereafter be entitled
to receive, in accordance with the terms of such Warrant,
registered shares of Assignee upon exercise of such Warrant;
and
WHEREAS, Assignor
desires to assign,
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