Common use of Registration Clause in Contracts

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on such Forms, in which case such registration shall be on another appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant Company shall cause the Registration Statement to this Section l.1 is referred to herein become effective and remain effective as the “Registration.” Weatherford agrees to provided herein. The Company shall use its reasonable best commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with thereof, but in any event no later than the SECEffectiveness Date. Weatherford The Company shall use its reasonable commercial efforts to keep the each Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the date which is the earlier to occur date of when (i) the date after which all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed by Precision pro rata as a dividend to the shareholders of Precision and sold, or (ii) 60 all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (each, an “Effectiveness Period”). (b) Within three business days after the effective date of the Registration Statement; providedEffectiveness Date, the Company shall cause its counsel to issue a blanket opinion substantially in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company or such date counsel has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(b) shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant delivered to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw Purchaser within the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)time frame set forth above.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the appropriate form for the purpose Commission upon a review of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (Registration Statement) the “Registration Statement”). Plan of Distribution” attached hereto as Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable after the filing thereof with the SEC. Weatherford but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur date which is the earliest of (i) the date five years after which its Effective Date, (ii) such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata the Holders, or (iii) such time as a dividend all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the shareholders of Precision Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is actually required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day-period 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 liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-calendar day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be ten percent (10%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement with respect to Shares which have not yet been sold. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro-rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event, except in the case of the first Event Date. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). Thereafter, Weatherford The Company shall not be entitled required to withdraw include the Registrable Securities of a Holder in the Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least three Trading Days prior to the Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering 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, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by at least an 85% majority in interest of the Holders) 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 filed hereunder to be declared effective under the Securities Act as promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)filing thereof, and but in any event prior to the date that is thirty 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 (30i) business days following have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the date of any such notice, Weatherford shall prepare and file requirement for the Company to be in compliance with the Securities current public information requirement under Rule 144 or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and Exchange Commission acceptable to the Transfer Agent and the affected Holders (the “SECEffectiveness 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 appropriate form 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 one (1) Trading Day of 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 purpose registration of registering under the Securities Act all or a greater portion of the Registrable Shares for distribution Securities), unless otherwise directed in writing by Precision a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Warrant Shares (applied, in the manner case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by Registrable Securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders) (the permitted excluded Conversion Shares and Warrant Shares, the “Cutback Shares”); provided, however, that, prior to any reduction in the number of Registrable Securities included in a Registration Statement as set forth in this sentence, all shares of Common Stock set forth on Schedule 6(b) hereto shall be reduced first. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such notice Holder’s allotment. (b) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 thirty (30) calendar days (the “Registration StatementComment Response Period”). The registration effected pursuant to this Section l.1 ) after the receipt of comments by or notice from the Commission that such amendment is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the required in order for such Registration Statement to be declared effective effective, provided, however, if the termination date of such Comment Response Period falls between February 12, 2010 and March 31, 2010 and as soon as practicable to any comments that are solely financial or accounting based comments from the Commission, the Comment Response Period shall be automatically extended to the fifth (5th) business day after the Company’s filing thereof with of its annual report on Form 10-K or (iv) as to, in the SEC. Weatherford shall keep aggregate among all Holders on a pro-rata basis based on their purchase of the Securities pursuant to the Purchase Agreement, a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Initial Shares registered thereunder shall have been distributed is not declared effective by Precision pro rata as a dividend to the shareholders Commission by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, 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 twenty (20) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period, or (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv), and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such thirty (30) calendar day period is exceeded, and for purpose of clause (v) the date on which such twenty (20) or thirty (30) calendar 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, (A) on each such Event Date, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 0.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder and (B) 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 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that such date (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any unexercised Warrants, Warrant Shares or any Cutback Shares and (2) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended 6.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement (or any prospectus relating thereto)cure of an Event.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities that are not then registered on an effective Registration Statement for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1. Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by email 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. Eastern Time on the Trading Day after the effective date of such Registration Statement, if required, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. ARTL SUBSCRIPTION AGREEMENT (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; ii. second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and iii. third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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) 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 fifteen (15) 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iii) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder Securities is not declared effective by the Commission by the Effectiveness Date (any such failure or breach being referred to as an “Event”), 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 distributed cured by Precision pro rata such date) until the applicable Event is cured, the Company shall issue to each Holder an amount in shares of the Company’s common stock, as partial liquidated damages and not as a dividend penalty, equal to the shareholders product of Precision and 2% multiplied by the number of Shares purchased by the Holder pursuant to the Subscription Agreement (ii) 60 days after for avoidance of confusion, the effective date Warrant Shares shall not be taken into account for calculation of liquidated damages under this Section 2(d)). The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the Registration Statement; provided, that aggregate Shares purchased by such date shall be extended by Holder pursuant to the amount of time of any period during which Precision may not use the Registration Statement Subscription Agreement. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement (or any prospectus relating thereto)cure of an Event.

Registration. (a) As promptly soon as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days practicable following the date of any such noticehereof, Weatherford the General Partner shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 or other appropriate registration form (the appropriate form for "Registration Statement") with the purpose SEC covering the resale by Contributing Parties of registering under the Securities Act Shares to be issued upon exercise of the Redemption Rights as to all Series B Preferred Units and full satisfaction of the Redemption Rights by delivery of Shares and/or the shares of common stock of the General Partner to be issued upon their conversion (all of the Registrable Shares for distribution by Precision such shares referred to its shareholders hereafter in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein 4.1 as the “Registration.” Weatherford agrees to "Shares") and shall use its reasonable best efforts to cause the Registration Statement to be declared become effective as soon as practicable after the filing thereof with the SECthereafter. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after Following the effective date of the Registration StatementStatement and until the Shares covered by the Registration Statement have been sold or are eligible for resale under Rule 144(k) promulgated under the Securities Act, the General Partner shall keep the Registration Statement current, effective and available for the resale by Contributing Parties of the Shares delivered to them pursuant hereto. The General Partner shall bear all expenses relating to filing such Registration Statement and keeping such Registration Statement current, effective and available; provided, however, that such date the General Partner shall not be extended responsible for any brokerage fees or underwriting commissions due and payable by any Contributing Party. (b) During the amount of time of any period during which Precision may not use when the Registration Statement pursuant is required to be current, effective and available under Section 4.1(a), the terms of Section 1.2(eGeneral Partner also shall: (i) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled prepare and file with the SEC such amendments and supplements to withdraw the Registration Statement and the prospectus constituting a part thereof, as amended or supplemented (the "Prospectus"), as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale of the Shares covered by such Registration Statement whenever any Contributing Party shall desire to sell or otherwise dispose of the same but in no event beyond the period in which the Registration Statement is required to be kept in effect; (ii) furnish to each Contributing Party, without charge, such number of authorized copies of the Prospectus, and any amendments or supplements to the Prospectus, in conformity with the requirements of the Securities Act, and such other documents as any Contributing Party may reasonably request in order to facilitate the public sale or other disposition of the Shares owned by Contributing Parties. (iii) register or qualify the securities covered by the Registration Statement under state securities or blue sky laws of such jurisdictions as are reasonably required to effect a sale thereof and do any and all other acts and things which may be necessary or appropriate under such state securities or blue sky laws to enable Contributing Parties to consummate the public sale or other disposition in such jurisdictions of such securities; (iv) before filing any amendments or supplements to the Registration Statement or the Prospectus, furnish copies of all such documents proposed to be filed to the Contributing Party Representative who shall be afforded a reasonable opportunity to review and comment thereon; provided, however, that all such documents shall be subject to the approval of the Contributing Party Representative insofar as they relate to information concerning Contributing Parties (including, without limitation, the proposed method of distribution of any Contributing Party's securities); (v) notify Contributing Parties promptly (A) when any such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (B) of any request by the SEC or any state securities authority for amendments and supplements to such Registration Statement and the Prospectus or for additional information, (C) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of any such Registration Statement or the initiation of any proceedings for the purpose, (D) if, between the effective date of any such Registration Statement and the sale of the Shares to which it relates, the General Partner receives any notification with respect to the suspension of the qualification of the Shares or initiation of any proceeding for such purpose, and (E) of the happening of any event during the period such Registration Statement is effective which in the judgment of the General Partner makes any statement made in the Registration Statement or the Prospectus untrue in any material respect or which requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading; (vi) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest practicable time; (vii) cooperate with each Contributing Party to facilitate the timely preparation and delivery of certificates representing Shares being sold, which certificates shall not bear any restrictive legends provided the Shares evidenced thereby have been sold in a manner permitted by the Prospectus; and (viii) upon the occurrence of any event contemplated by Section 4.1(b)(v)(E) hereof, promptly prepare and file a supplement or post-effective amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Shares, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that the obligation to prepare and file any such supplement or post-effective amendment shall be suspended if the General Partner, relying upon advice of counsel, determines that disclosure of any information required to be included therein would be adverse to its interests, but such suspension shall not extend beyond 90 days with respect to any such specified event. (c) The General Partner hereby agrees to indemnify and hold harmless each Contributing Party and each person, if any, who controls such Contributing Party (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all losses, claims, damages, costs and expenses (including reasonable attorneys' fees) ("Claims") to which such Contributing Party or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse such Contributing Party and each such controlling person for any legal or other expenses reasonably incurred by such Contributing Party in connection with investigating or defending any such loss as such expenses are incurred; provided, however, that the General Partner shall not be liable insofar as any such losses, claims, damages, costs and expenses (including reasonable attorneys' fees) are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the General Partner by any Contributing Party expressly for use therein. Each Contributing Party agrees to indemnify and hold harmless the General Partner and each person, if any, who controls the General Partner (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Claims to which the General Partner or such controlling person may become subject, under the Securities Act or otherwise, caused by any untrue statement or omission or alleged untrue statement or omission based upon such information furnished in writing to the General Partner by such Contributing Party. (d) Each Contributing Party agrees that, upon such withdrawal, Precision shall have no further right to distribute receipt of any notice from the General Partner of the Registrable Shares happening of any event of the kind described in Section 4.1(b)(v)(E), such Contributing Party will forthwith discontinue disposition of securities pursuant to the Registration Statement until such Contributing Party's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4.1(b)(viii). (e) Upon the written request to the General Partner from time to time as below provided and subject to other contractual obligations of the General Partner, the Contributing Parties holding Shares covered by the Registration Statement who desire to do so may sell such Shares covered by the Registration Statement in an underwritten offering. In such underwritten offering, the investment banker or bankers and manager or managers that will administer the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by, the Contributing Parties; provided that such investment bankers and managers and underwriting arrangements must be reasonably satisfactory to the General Partner. No Contributing Party may participate in any underwritten offering contemplated hereby unless such Contributing Party agrees to sell such Contributing Party's Shares covered by the Registration Statement in accordance with any approved underwriting arrangements and completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such approved underwriting arrangements. The General Partner shall be responsible for the costs of preparing and filing the amendment or supplement that is referred to below, and the selling securityholders shall pay their attorney's fees and underwriting discounts and commissions incurred in connection with such underwritten offerings. Notwithstanding the foregoing, upon receipt of a request from the managing underwriter or a representative of the Contributing Parties to prepare and file an amendment or supplement to the Registration Statement and Prospectus in connection with such underwritten offering, the General Partner may delay the filing of any such amendment or supplement or postpone taking action with respect to an underwritten offering for a period not to exceed an aggregate of 180 days in any calendar year, if the General Partner determines in its good faith judgment that the filing of such amendment or supplement or the taking of such action with respect to an underwritten offering would have a material adverse effect on the business, operations or prospects of the General Partner, or adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction. Notwithstanding anything to the contrary contained in the foregoing, the Contributing Parties shall not have the right to effect more than two underwritten offerings pursuant to this paragraph and each such offering shall be required to include minimum gross sales proceeds of $17,500,000. (f) Notwithstanding anything to the contrary contained herein, the General Partner shall have no obligation to keep any registration statement filed pursuant to this Section 4.1 effective after the Expiration Date or if the status of the General Partner (or any prospectus relating thereto)its successor) as an Exchange Act Reporting Company is terminated.

Registration. As promptly as possible after Not later than the date that Precision gives Weatherford notice of Precision’s intent to distribute all of Filing Date, the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a an Initial Registration Statement on the appropriate form for the purpose resale of registering under all or such maximum portion of the Registrable Securities Act 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 Shares Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for distribution by Precision an offering to its shareholders be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (or if such form is not available to the Company on another form appropriate for such registration in the manner as set forth in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after under the Securities Act not later than the Effectiveness Date (including filing thereof with the SEC. Weatherford shall keep Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not be subject to further review) and to keep such Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until such date as is the earlier to occur of (ix) the date after which when all Registrable Securities covered by such Registration Statement have been sold or (y) with respect to such Holder, such time as all Registrable Securities held by such Holder may be sold without volume limitations pursuant to Rule 144 as determined by the counsel to the Company pursuant to a written opinion letter, addressed to the Company’s transfer agent to such effect (the “Effectiveness Period”). For purposes of the obligations of the Company under this Agreement, no Registration Statement shall be considered “effective” with respect to any Registrable Securities unless such Registration Statement lists the Holders of such Registrable Securities as “Selling Stockholders” and includes such other information as is required to be disclosed with respect to such Holders to permit them to sell their Registrable Securities pursuant to such Registration Statement, unless any such Holder is not included as a “Selling Stockholder” pursuant to Section 3(m). Such Registration Statement also shall cover, to the extent allowable under the Securities Act and the Rules promulgated thereunder (including Securities Act Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Notwithstanding the foregoing or any other provision of this Agreement, 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), unless otherwise directed in writing by a Holder as to its Registrable Securities or unless otherwise required by SEC Guidance, the number of Registrable Securities to be registered on such Registration Statement will first be reduced by Registrable Securities represented by Conversion Shares registered thereunder (on a pro rata basis based on the total number of unregistered Conversion Shares held by the Holders, to the extent permitted by SEC Guidance) and next by Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders, to the extent permitted by SEC Guidance); 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 shares of Common Stock that are not Registrable Securities and which shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the included on such Registration Statement; provided, that such date Statement shall be extended reduced by up to 100%, if such reduction will permit the amount registration of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the additional Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Securities.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. Each 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 for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant Company shall cause each Registration Statement to this Section l.1 is referred to herein become effective and remain effective as the “Registration.” Weatherford agrees to provided herein. The Company shall use its reasonable best commercial efforts to cause the first such Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with thereof, but in any event no later than the SECEffectiveness Date. Weatherford The Company shall keep the use its reasonable commercial efforts to cause any subsequent such Registration Statement to be declared effective (including through under the filing of any required post-Securities Act as set forth herein. . The Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective amendments) under the Securities Act until the date which is the earlier to occur date of when (i) the date after which all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed by Precision pro rata as a dividend to the shareholders of Precision and sold or (ii) 60 days after all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the effective date of Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (each, an "Effectiveness Period"). (b) If: (i) any Registration Statement is not filed on or prior to the applicable Filing Date for such Registration Statement; provided, that such date shall be extended (ii) a Registration Statement filed hereunder is not declared effective by the amount of time of any period during which Precision may not use Commission by the date required hereby with respect to such Registration Statement; (iii) after a Registration Statement pursuant is filed with and declared effective by the Commission, such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any expiration of the Registrable Shares pursuant Effectiveness Period applicable to the such Registration Statement (without being succeeded immediately by an additional Registration Statement filed and declared effective) for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date such Registration Statement is declared effective); or (iv) the Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as "Event Date"), then until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2.0% for each thirty (30) day period (prorated for partial periods) on a daily basis of the original principal amount of each applicable Note. While such Event continues, such liquidated damages shall be paid not less often than each thirty (30) days. Any unpaid liquidated damages as of the date when an Event has been cured by the Company shall be paid within three (3) days following the date on which such Event has been cured by the Company. (c) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by Laurus and confirmation by Laurus that it has complied with the prospectus relating thereto)delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be delivered to Laurus within the time frame set forth above.

Registration. As promptly (a) Subject to the conditions of this Section 4.1, the Company covenants and agrees that no later than October 1, 2008, the Company shall have prepared and filed with the SEC a Registration Statement, which, if possible, shall be a Shelf Registration Statement (as possible after defined below) covering any Registrable Securities (or otherwise designate an existing Shelf Registration Statement filed with the date that Precision gives Weatherford notice of Precision’s intent SEC to distribute all of cover the Registrable Shares Securities), and, to its shareholders pro rata either as a dividend the extent the Shelf Registration Statement has not theretofore been declared effective or pursuant to a distribution that is not exempt under automatically effective upon such filing, the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its commercially reasonable best efforts to cause the such Shelf Registration Statement to be declared or become effective as soon promptly as practicable after the filing thereof practicable, but in no event later than January 1, 2009, and use commercially reasonable efforts to keep such Shelf Registration Statement continuously effective and in compliance with the SEC. Weatherford shall keep Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until such time as there are no Registrable Securities remaining. (b) Any registration pursuant to this Section 4.1 shall, to the extent possible, be effected by means of a shelf registration under the Securities Act (a “Shelf Registration Statement”) in accordance with the methods and distribution set forth in the Shelf Registration Statement effective and Rule 415. If a Holder intends to distribute any Registrable Securities by means of an underwritten offering, (1) it shall so advise the Company and (2) the Holders holding a majority interest in the Registrable Securities electing to participate in such underwritten offering shall have the right to appoint book runners and all other applicable underwriting participants, subject to the approval of the Company not to be unreasonably withheld or delayed. The Company shall have the right to select a non-bookrunning co-manager, subject to the approval of the majority of participating Holders not to be unreasonably withheld or delayed. (c) The Company shall not be required to effect a registration (including through the filing a resale of any required post-Registrable Securities from an effective amendmentsShelf Registration Statement) until the earlier pursuant to occur of this Section 4.1: (i) the date after which all of the with respect to securities that are not Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and Securities; (ii) 60 days after during any Scheduled Black-Out Period; or (iii) if the effective date Company has notified the Holders that in the good faith judgment of the Registration StatementCompany, it would be materially detrimental to the Company or its security holders for such registration to be effected at such time, in which event the Company shall have the right to defer such registration for a period of not more than ninety (90) days; provided, provided that such date right to delay a registration shall be extended exercised by the amount of time of any period during which Precision may not use Company (A) only if the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement Company has generally exercised (or is concurrently exercising) similar black-out rights against holders of similar securities that have registration rights, if any, and (B) for not more than three periods in any prospectus relating thereto)twelve (12) month period and not more than one hundred twenty (120) days in the aggregate in any twelve (12) month period.

Registration. As promptly as possible (a) In the event that Grantee shall desire to sell any of the Option Shares within two years after the date purchase of such Option Shares pursuant hereto, and such sale requires, in the opinion of counsel to Grantee (which opinion shall be, in the reasonable judgment of Issuer and its counsel, satisfactory in form and substance to Issuer and its counsel) registration of such Option Shares under the Securities Act, Issuer shall 10 8 cooperate with Grantee and any underwriters in registering such Option Shares for resale, including, without limitation, promptly filing a registration statement which complies with the requirements of applicable federal and state securities laws and entering into an underwriting agreement with such underwriters upon such terms and conditions as are customarily contained in underwriting agreements with respect to secondary distributions; provided, however, that Precision gives Weatherford notice Issuer shall not be required to have declared effective more than one registration statement hereunder and shall be entitled to delay the filing or effectiveness of Precision’s intent any registration statement for up to distribute all 90 days if the offering would, in the judgment of the Registrable Shares Board of Directors of Issuer, require premature disclosure of any material corporate development or otherwise interfere with or adversely affect any pending or proposed offering of securities of Issuer or any other material transaction involving Issuer. Grantee agrees to its shareholders pro rata either as a dividend use all reasonable efforts to cause, and to cause any underwriters of any sale or other disposition to cause, any sale or other disposition pursuant to such registration statement to be effected on a distribution widely distributed basis so that is not exempt upon consummation thereof no purchaser or transferee shall acquire beneficially more than 5% of the then outstanding voting power of Issuer. (b) If Issuer at any time after the exercise of the Stock Option proposes to register any shares of Issuer Common Stock under the Securities Act in connection with an underwritten public offering of such Issuer Common Stock, Issuer will promptly give written notice to Grantee of its intention to do so and, upon the written request of Grantee given within 30 days after receipt of any such notice (which request shall specify the number of shares of Issuer Common Stock intended to be included in such underwritten public offering by Grantee), Issuer will cause all such shares for which Grantee requests participation in such registration, to be so registered and is included in such underwritten public offering; provided, however, that Issuer may elect not to cause any such shares to be so registered (i) if the underwriters in good faith object for valid business reasons or (ii) in the case of a distribution of exempted securities (within the meaning registration solely to implement an employee benefit plan or a registration statement filed on Form S-4 of the Securities ActAct (or any successor form thereto), and in any event prior to the date ; provided further that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected Issuer may make an election pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of clause (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)more than two times.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30a) business days following the date of any such notice, Weatherford The Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of covering the Registrable Shares Securities for distribution by Precision a selling stockholder resale offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”)be made on a continuous basis pursuant to Rule 415. The registration effected pursuant to this Section l.1 is referred to herein as Company shall file each Registration Statement no later than the “Registration.” Weatherford agrees to Filing Date and use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof thereof. The Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when: (i) all Registrable Securities covered by such Registration Statement have been sold; or (ii) all Registrable Securities covered by such Registration Statement may be sold without volume limitations under the Securities Act 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 Company’s transfer agent and the affected Holder (each, an “Effectiveness Period”). (b) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion to the Company’s transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Holder and confirmation by the Holder that it has complied with the SECprospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Weatherford Copies of the blanket opinion required by this Section 2(b) shall keep be delivered to the Holder within the time frame set forth above. (c) The Company may require Purchaser of Registrable Securities as to which any registration is being effected to furnish to the Company, within ten (10) calendar days after written request therefor has been made by the Company, such information regarding the distribution of Purchaser’s Registrable Securities as is required by law to be disclosed in the Registration Statement effective (including through the filing “Requisite Information”). (d) 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 any Registration Statement. No Holder shall be entitled to use the Prospectus if Purchaser shall have failed to furnish the information required post-effective amendments) until by this Section 2, and such information with respect to Purchaser shall have been included in the earlier Prospectus, unless the Company shall have failed timely to occur of fulfill its obligations under this Section. If any information furnished to the Company by a Holder for inclusion in a Registration Statement or the Prospectus becomes materially misleading, Purchaser agrees (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to furnish promptly to the shareholders of Precision Company all information required to be disclosed in such Registration Statement in order to make the information previously furnished to the Company not materially misleading and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below stop selling or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the offering for sale Registrable Shares Securities pursuant to the Registration Statement until Purchaser’s receipt of the copies of a supplemented or amended Prospectus correcting such disclosure. The Company shall have no obligation to keep a Prospectus usable with respect to a particular Holder or to give notice that a Prospectus is not usable by Purchaser to the extent such Prospectus is not usable by Purchaser because current Requisite Information with respect to Purchaser is not included therein because Purchaser has not provided such information to the Company in accordance with this Section 2(c). (e) Notwithstanding any other provision of this Agreement, if any Commission guidance sets forth a limitation on the number of shares of the Company’s capital stock to be registered in the Registration Statement), the number of Shares to be registered on such Registration Statement will be reduced without penalty to the Company. The Company shall file a new registration statement as soon as reasonably practicable covering the resale by Purchaser of not less than the number of shares of such Shares that are not registered in the Registration Statement. (f) Notwithstanding the foregoing obligations in this Section 2, if the Company furnishes to Purchaser a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would: (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the certificate is delivered to Purchaser; provided, however, that (i) the Company may not invoke this right more than once in any twelve (12) month period and (ii) the Company shall not register any securities for its own account or that of any other stockholder during such period. (g) Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of a Discontinuation Event (as defined below), Purchaser will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. For purposes of this Agreement, a “Discontinuation Event” shall mean: (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; (ii) any request by the Commission or any prospectus relating thereto)other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) 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; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such 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 such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or 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.

Registration. As promptly as possible after (a) The Company shall use its best efforts to file the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend Exchange Act Registration Statement on or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)before June 30, and in any event 2024. On or prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the SEC a Registration Statement covering the resale of 100% of the Registrable Securities 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 Initial Registration Statement shall be filed on Form S-1 and Exchange Commission each other Registration Statement filed hereunder 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 such as Form S-1 in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness 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 e-mail of the effectiveness of a Registration Statement on the appropriate form same Trading Day that the Company telephonically confirms effectiveness with the SEC, 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 purpose Trading Day immediately after the effective date of registering under such Registration Statement, file a final Prospectus with the Securities Act SEC as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single Registration Statement, the Company shall promptly inform each of the Holders thereof and (i) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision to its shareholders in the manner as set forth in such notice SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”). The , in each case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration effected of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC’s Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to this Section l.1 is referred 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to herein be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the “Registration.” Weatherford agrees to use its reasonable best Company used diligent efforts to cause advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first reduce or eliminate any securities to be included other than the Registrable Securities. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement or files a New Registration Statement in accordance with the foregoing, the Company will use commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC 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 SEC in respect of such Registration Statement within twenty (20) Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders SEC by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, 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 ten (10) consecutive Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive Trading Days) during any 12-month period, other than with respect to the filing of a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) 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 case, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate Subscription Amount (as defined in the Investment Agreement) paid by such Holder pursuant to the Investment Agreement. The parties agree that such date the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended 20.00% of the aggregate Subscription Amount paid by such Holder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of twelve percent (12%) per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) agrees to withdraw register the Registrable Securities on Form S-3 as soon as reasonably practicable after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the SEC. The Initial Registration Statement shall be filed on Form S-1. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or any prospectus relating thereto)affiliate of a Holder as an “underwriter” without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the SEC a Registration Statement covering the resale of the Registrable Securities as would permit or facilitate the resale and Exchange Commission distribution of all the Registrable Securities in the manner reasonably requested by the Holders. The Registration Statement shall be on Form S-1 and shall contain (unless otherwise directed by the Holders) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its commercially reasonable 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 counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders, but in no event more than three (3) years from the Final Closing Date (the “SECEffectiveness Period”) ). The Company shall notify the Holders via facsimile or other electronic transmission of the effectiveness of a Registration Statement on the appropriate form for same Business Day that the purpose Company telephonically confirms effectiveness with the SEC. Failure to so notify the Holder within three (3) Business Days of registering such confirmation shall be deemed an Event under Section 2(c). Notwithstanding anything to the Securities Act all contrary in this Agreement, in the event the staff of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities by or on behalf of the Company such that Rule 415 is not available to the Company to register the resale of such Registrable Securities and as a result the Staff or the SEC does not permit such Registration Statement to become effective and used for resales in a manner that permits the continuous resale at the market by the Holders participating therein (or as otherwise may be acceptable to each Holder) without being named therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Holders until such time as the Staff and the SEC shall so permit such Registration Statement to become effective as aforesaid. In making such reduction, the Company shall reduce the number of Registrable Securities to be included by all Holders on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for each Holder) unless the inclusion of shares by a particular Holder or a particular set of Holders results in the Staff or the SEC’s taking the position that the inclusion of such Registrable Securities by such Holders would constitute a registration “by or on behalf of the Company,” in which event the shares held by such Holder or set of Holders shall be the only shares subject to reduction (and if by a set of Holders on a pro rata basis by such Holders or on such other basis as would result in the exclusion of the least number of shares by all such Holders). In addition, in the event that the Staff or the SEC requires any Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” (an “Underwriter Identification”) in order to permit such Registration Statement to become effective, and such Holder does not consent to being so named as an underwriter in such Registration Statement”), then, in each such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Holder, until such time as the Staff or the SEC does not require such Underwriter Identification or until such Holder accepts such Underwriter Identification and the manner thereof. The registration effected In the event of any reduction in Registrable Securities pursuant to this Section l.1 is referred to herein as 2(b) (such Registrable Securities, the “Registration.” Weatherford agrees to SEC Non-Registrable Securities”), if requested by a Holder holding Registrable Securities that were so excluded from such registration, the Company shall use its reasonable best efforts to cause such SEC Non-Registrable Securities to be registered to the greatest extent and at the earliest opportunity practicable and in any event not later 90 days after the earliest practicable date permitted under applicable guidance of the SEC and the Staff (and shall use its reasonable best efforts to effect additional registrations of SEC Non-Registrable Securities until all such securities have been included in additional Registration Statements). Notwithstanding anything to the contrary in this Agreement, a Holder shall have the right to require the Company to exclude all or any portion of such Holder’s Registrable Securities from any Registration Statement, by written notice to the Company upon such Holder’s reasonable belief that (i) inclusion of such Registrable Securities in the Registration Statement could subject such Holder to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and underwriter liability, or (ii) 60 days after the effective date SEC or the Staff will impose restrictions and terms on the disposition of such Registrable Securities that are materially inconsistent with the Registration Statement; providedPlan of Distribution attached hereto as Annex A. In such event, that such date the Company shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant required to the terms of file a new registration statement for such excluded shares in accordance with Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto2(b).

Registration. (a) As promptly soon as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days practicable following the date of any such noticeClosing Date, Weatherford the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities for distribution by Precision an offering to its shareholders be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-1 (or on another appropriate form in the manner as set forth in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant to this Section l.1 is referred to herein as Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the “Registration.Plan of Distribution” Weatherford agrees substantially in the form circulated to the Holders prior to filing the Registration Statement. Subject to the terms of this Agreement, the Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with thereof, but in any event not later than the SEC. Weatherford Effectiveness Date, and shall use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (including through the “Effectiveness Period”). (b) If: (i) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within seven Trading Days of the date that the Company is notified by the Commission that a Registration Statement will not be “reviewed,” or is not subject to further review, or (ii) prior to the date when such Registration Statement is first declared effective by the Commission, 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 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, assuming the Company’s financial statements are not stale as of the time of filing of such Registration Statement and that the Commission has not commented upon the financial statements of the Company and any such comments cannot be responded to within such time period without unreasonable effort or expense, or (iii) a Registration Statement filed or required post-to be filed hereunder is not declared effective amendmentsby the Commission on or before the Effectiveness Date, or (iv) until after a Registration Statement is first declared effective by the earlier Commission, it ceases for any reason to occur remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 10 calendar consecutive days but no more than an aggregate of 15 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an “Event,” and for purposes of clause (iii) the date on which such Event occurs, or for purposes of clause (i) the date after on which all such seven Trading Day period is exceeded, or for purposes of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and clause (ii) 60 the date which such 20 calendar days is exceeded, or for purposes of clause (iv) the date on which such 10 or 15 calendar 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: (x) on each such applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) 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, 2.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the effective date payable, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Registration Statement; providedHolder, that accruing daily from the date such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro-rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement (or any prospectus relating thereto)cure of an Event.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Deadline, the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities then issuable and Exchange Commission not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Initial Registration Statement”). The Initial 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 effected shall be on another appropriate form in accordance with the Securities Act) and shall contain (except if otherwise required pursuant to this Section l.1 is referred to herein as written comments received from the Commission upon a review of such Registration Statement) the “RegistrationPlan of Distribution” in substantially the form attached hereto as Annex A. In the event the number of shares available under the Initial Registration Statement is insufficient to cover all of the Registrable Securities issuable pursuant to the Transaction Documents (as defined in the Purchase Agreement) from time to time, upon written request from a Holder, the Company shall amend the Initial Registration Statement or file a new Registration Statement (a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as practicable, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act.” Weatherford agrees to (b) The Company shall use its reasonable best commercial efforts to cause the each Registration Statement to be declared effective by the Commission as soon as practicable after and no later than the filing thereof with the SEC. Weatherford Effectiveness Deadline, and shall use its reasonable commercial efforts to keep the each Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) the date after which such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold pursuant to Rule 144 in transactions in which the requirements of paragraph (c)(1) thereof do not apply, as a dividend determined by counsel to the shareholders 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 ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of Precision a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. Each Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall notify the Holders of the effectiveness of a Registration Statement on the same Trading Day that the Company confirms effectiveness with the Commission and shall, by 8:30 am prevailing New York City time on the Trading Day after the Effective Date, file a final Prospectus with the Commission pursuant to Rule 424. (c) In the event that both (i) the number of shares of Common Stock beneficially held by Investor falls below twenty percent (20%) of the outstanding Common Stock on an as-converted basis, as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder and (ii) 60 days after Investor is an affiliate (as that term is defined under Rule 144) at the effective time of the Reload Request (as defined below) (the “Reload Trigger”), the Company, upon written request from Investor (the “Reload Request”), shall prepare and file with the Commission one, and only one, additional Registration Statement (the “Reload Registration Statement”) covering the resale of those shares of Common Stock owned by Investor as of the date of the Reload Request that, as of such time, are not registered for resale under the Securities Act (collectively, “Reload Securities”). The same terms and conditions applicable to the Initial Registration Statement shall apply to the Reload Registration Statement; provided, that such including, without limitation, a 60-day Filing Deadline and a 30-day Effectiveness Deadline (subject to adjustment as set forth above), and from and after the date of the Reload Request, “Registrable Securities” shall be extended by deemed to include the amount Reload Securities. (d) Each Holder agrees to furnish to the Company a completed and executed Selling Stockholder Questionnaire. The Company shall not be required to include the Registrable Securities of time of any period during which Precision may not use the a Holder in a Registration Statement pursuant who fails to furnish to the terms of Section 1.2(e) below Company a fully completed and executed Selling Stockholder Questionnaire at least two Trading Days prior to the Filing Deadline, or as a result of a breach by Weatherford of its obligations hereunder. Thereafterif sooner, Weatherford shall be entitled to withdraw five Trading Days after the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any Company furnishes copies of the Registrable Shares pursuant to sections of the Registration Statement (or any prospectus relating theretoProspectus, as contemplated by Section 3(a).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities that are not then registered on an effective Registration Statement for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1. Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by email 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. Eastern Time on the Trading Day after the effective date of such Registration Statement, if required, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. EXHIBIT A TO ARTL SUBSCRIPTION AGREEMENT (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; ii. second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and iii. third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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) 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 fifteen (15) 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iii) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder Securities is not declared effective by the Commission by the Effectiveness Date (any such failure or breach being referred to as an “Event”), 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 distributed cured by Precision pro rata such date) until the applicable Event is cured, the Company shall issue to each Holder an amount in shares of the Company’s common stock, as partial liquidated damages and not as a dividend penalty, equal to the shareholders product of Precision and 2% multiplied by the number of Shares purchased by the Holder pursuant to the Subscription Agreement (ii) 60 days after for avoidance of confusion, the effective date Warrant Shares shall not be taken into account for calculation of liquidated damages under this Section 2(d)). The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the Registration Statement; provided, that aggregate Shares purchased by such date shall be extended by Holder pursuant to the amount of time of any period during which Precision may not use the Registration Statement Subscription Agreement. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement cure of an Event. EXHIBIT A TO ARTL SUBSCRIPTION AGREEMENT (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or any prospectus relating thereto)affiliate of a Holder as an “Underwriter” without the prior written consent of such Holder.

Registration. As promptly as possible after The Company will use its reasonable best efforts to effect a registration to permit the date that Precision gives Weatherford notice of Precision’s intent to distribute all sale of the Registrable Shares to its shareholders pro rata either Securities as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)described below, and in any event prior to pursuant thereto the date that is thirty Company will: (30a) business days following the date of any such notice, Weatherford shall prepare and file with and use its reasonable best efforts to have declared effective by March 31, 1997 by the Securities and Exchange Commission (the “SEC”) , a Registration Statement on the appropriate form for the purpose Form S-3 relating to resale of registering under the Securities Act all of the shares of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Securities and use its reasonable best efforts to cause such Registration Statement to remain continuously effective for a period which will terminate when all Registrable Securities covered by such Registration Statements, as amended from time to time, have been sold or when the Registrable Securities may be sold under Rule 144(k) under the 1933 Act. If such Registration Statement is not declared effective by the SEC by March 31, 1997 then on the first business day thereafter the Company shall issue to Investor additional shares of Common Stock equal to 2% of the shares of Common Stock previously issued to Investor hereunder. If such Registration Statement has not been declared effective prior to the end of any succeeding month then on the first business day thereafter the Company shall issue to Investor shares of Common Stock equal to 1.5% of the shares of Common Stock previously issued to Investor hereunder. (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep such Registration Statement effective for the period specified in Section 4.2(a) and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all Registrable Securities; (c) notify the Investor, promptly, and confirm such notice in writing, (i) when the Prospectus or any supplement or post-effective amendment has been filed, and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC for amendments or supplements to the Registration Statement or Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (d) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement at the earliest possible moment; (e) furnish to the Investor, without charge, at least one copy of the Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all, upon a Investor's request, documents incorporated therein by reference and all exhibits thereto (including those incorporated by reference); (f) deliver to the Investor, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as Investor may reasonably request in order to facilitate the disposition of the Registrable Securities; (g) cause all Registrable Securities covered by the Registration Statement to be declared effective listed on each securities exchange or market on which similar securities issued by the Company are (i) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act and take such other actions as soon may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder. Investor shall furnish to the Company such information regarding the distribution of such securities as practicable after the filing thereof with Company may from time to time reasonably request in writing. If the SEC. Weatherford shall keep Company delivers a certificate in writing to the Investor, to the effect that a delay in the sale of Registrable Securities by the Investor under the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier is necessary because a sale pursuant to occur of (i) the date after which all such Registration Statement in its then current form would reasonably be expected to constitute a violation of the federal securities laws then the Investor shall agree not to sell or otherwise transfer such Registrable Shares registered thereunder Securities for the period of time specified by the Company in its certificate. In no event shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and such delay exceed ten (ii10) 60 days after the effective date of the Registration Statementbusiness days; provided, however, that if, prior to the expiration of such date shall be extended by ten (10) business day period, the amount of time of any Company delivers a certificate in writing to the Investor to the effect that a further delay in such sale beyond such ten (10) business day period during which Precision may not use the is necessary because a sale pursuant to such Registration Statement in its then current form would reasonably be expected to constitute a violation of the federal securities laws, the Company may refuse to permit the Investor to resell any Registrable Securities pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the such Registration Statement and, upon such withdrawal, Precision shall have no further right for an additional period not to distribute any of the Registrable Shares pursuant to the Registration Statement exceed five (or any prospectus relating thereto)5) business days.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the offer and sale of all of the Registrable Securities with the offer to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder 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 or the SEC otherwise takes the position that Form S-3 is not the appropriate form for the purpose of registering under the Securities Act all offer and sale of the Registrable Shares for distribution by Precision to its shareholders Securities), in which case the manner as set forth Registration shall be on another appropriate form in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant Registration Statement required hereunder shall contain (except if otherwise directed by the Holder and agreed to by the Company) a description of the Plan of Distribution which will include, but not necessarily be limited to, the information and substance included in Annex A attached hereto (the "Plan of Distribution"). Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable practical after the filing thereof with the SEC. Weatherford thereof, and shall use its reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or until the date which is the first anniversary of the date of this Agreement (including through the filing "Effectiveness Period"). The Company shall notify the Holders via facsimile of any the effectiveness of the Registration Statement no later than the following Trading Day that the Company receives notification of the effectiveness from the Commission. (b) If: (i) a Registration Statement is not filed on or prior to the Filing Date (if the Company files a Registration Statement without affording Holder the opportunity to review and comment on the same as required postby Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Registration Statement has not been declared effective by the Commission within ninety (90) days of the Closing Date (or within one hundred twenty (120) days if the Registration Statement receives a "full review" from the Commission or (iii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days after the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or is not subject to further review, or (iv) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within 20 calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such case 20 consecutive calendar days but no more than an aggregate of 60 calendar days during any 12 month period (which need not be consecutive Trading Days)(any such failure or breach being referred to as an "Event," and for purposes of clause (i), (ii) or (iv) the date on which such Event occurs, or for purposes of clause (iii) the date on which such three Trading Day period is exceeded, or for purposes of clause (iv) the date which such 20 calendar day period is exceeded, or for purposes of clause (iv) the date on which such 20 or 60 calendar 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, then, 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 earlier applicable Event is cured, the Company shall pay to occur of (i) the date after which all each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% per month of the Registrable Shares registered thereunder shall have been distributed aggregate purchase price paid by Precision pro rata as a dividend Holder pursuant to the shareholders Purchase Agreement for any Registrable Securities then held by Holder (such amount to be prorated for partial months), up to a maximum of Precision and (ii) 60 9.0%. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the effective date payable, the Company will pay interest thereon at a rate of the Registration Statement; provided, 18% per annum (or such lesser maximum amount that such date shall is permitted to be extended paid by the amount of time of any period during which Precision may not use the Registration Statement pursuant applicable law) to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. ThereafterHolder, Weatherford shall be entitled to withdraw accruing daily from the Registration Statement anddate such partial liquidated damages are due until such amounts, upon plus all such withdrawalinterest thereon, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)are paid in full.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and Exchange Commission shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness Period”) ). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern 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 appropriate form 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. Eastern Time on the purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the manner as set forth case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such Holder’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 ten (10) calendar 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders Commission by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement The parties agree that such date the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended 12.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-1 and shall contain (except if otherwise required pursuant to written comments received from the appropriate Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form for the purpose of registering attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act promptly but, in any event, no later than the Effectiveness Date for such Registration Statement, and shall, subject Section 7(d) hereof, use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (i) the date that is three years after the Closing Date and (ii) the date on which all of the securities under such Registration Statement have ceased to be Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice Securities (the “Effectiveness Period”). (b) Notwithstanding anything contained herein to the contrary, in the event that the Commission limits the amount of Registrable Securities that may be included and sold by Holders in any Registration Statement, including the Initial Registration Statement, pursuant to Rule 415 or any other basis, the Company may reduce the number of Registrable Securities included in such Registration Statement on behalf of the Holders in whole or in part (in case of an exclusion as to a portion of such Registrable Securities, such portion shall be allocated pro rata among such Holders first in proportion to the respective numbers of Registrable Securities represented by Underlying Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Underlying Shares, and second in proportion to the respective numbers of Registrable Securities represented by Shares requested to be registered by each such Holder over the total amount of Registrable Securities represented by Shares) (such Registrable Securities, the “Reduction Securities”). In such event the Company shall give the Holders prompt notice of the number of such Reduction Securities excluded and the Company will not be liable for any damages under this Agreement in connection with the exclusion of such Reduction Securities. The registration effected Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be on Form S-1 (or another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to this Section l.1 is referred to herein as written comments received from the Commission upon a review of such Registration Statement) the “Registration.Plan of Distribution” Weatherford agrees to in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable best efforts to cause the each such Registration Statement to be declared effective under the Securities Act as soon as practicable possible but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 7(d) hereof. (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Date, (ii) the Initial Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to the Effectiveness Date or (iii) after the filing thereof with date it is declared effective by the SEC. Weatherford shall keep Commission and except as provided in Sections 2(e) and (f) and Section 3(h), such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities included in such Registration Statement effective or (including iv) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) as a result of which the Holders who are not affiliates are unable to sell Registrable Securities without restriction under Rule 144 (or any successor thereto), (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event,” and, for purposes of clauses (i), (ii), (iii) or (iv), that date on which such Event occurs being referred to as an “Event Date”), then in addition to any other rights the filing Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of any required post-effective amendmentseach such Event Date (if the applicable Event shall not have been cured by such date) until the earlier to occur of (i1) the date after which all applicable Event is cured or (2) the Registrable Securities are eligible for resale pursuant to Rule 144 without manner of sale or volume restrictions or the current public information requirement, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to one percent (1%) of the Registrable Shares registered thereunder shall have been distributed aggregate purchase price paid by Precision pro rata as a dividend such Holder pursuant to the shareholders of Precision and (ii) 60 days Purchase Agreement for any unregistered Registrable Securities then held by such Holder. The parties agree that notwithstanding anything to the contrary herein or in the Purchase Agreement, no Liquidated Damages shall be payable with respect to any period after the effective date expiration of the Registration Statement; providedEffectiveness Period (except in respect of an Event described in Section 2(c)(iv) herein), (it being understood that such date this sentence shall be extended by not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Deadline) and in no event shall, the aggregate amount of time Liquidated Damages payable to a Holder exceed, in the aggregate, twelve percent (12%) of any period during which Precision may not use the Registration Statement aggregate purchase price paid by such Holder pursuant to the Purchase Agreement). The Liquidated Damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro-rata basis for any portion of a breach month prior to the cure of an Event, except in the case of the first Event Date. The Company shall not be liable for Liquidated Damages under this Agreement as to any Registrable Securities which are not permitted by Weatherford of its obligations hereunderthe Commission to be included in a Registration Statement. ThereafterIn such case, Weatherford the Liquidated Damages shall be entitled calculated to withdraw only apply to the percentage of Registrable Securities which are permitted to be included in such Registration Statement. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement and, upon such withdrawal, Precision shall have no further right on a timely basis results from the failure of a Purchaser to distribute any of timely provide the Registrable Shares pursuant Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the Securities Act (or any prospectus relating theretoin which the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser).

Registration. As promptly as possible after Employer shall grant the date that Precision gives Weatherford notice shares of Precision’s intent Class B Common Stock under the LTIP if it is able to distribute all do so under the terms of the Registrable Shares plan and applicable law. If (a) Employer is a Publicly Traded Company at the time that the shares of Class B Common Stock are required to its shareholders pro rata either be granted to you as a dividend or pursuant the 2016 Performance Award and (b) Employer is unable to a distribution that is not exempt grant such shares to you under the Securities Act and is LTIP at such time (e.g., following your death or termination due to incapacity, or if you elect not to continue your employment as an Advisor or a distribution of exempted securities (within the meaning Producer following expiration of the Securities ActEmployment Term), and then Employer shall grant to you the shares of Class B Common Stock at the applicable time set forth in any event prior paragraph 1 above and, in addition, shall file a registration statement with regard to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file shares with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (or such other form as Employer deems appropriate) no more than thirty (30) calendar days following the appropriate form for the purpose date of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to grant and shall use its reasonable best efforts to cause the Registration Statement registration statement to become effective as soon as practicable; provided, however, that if Employer is not eligible for or is otherwise restricted from filing such registration statement with the SEC, then Employer shall use reasonable best efforts to effect the registration of such shares of Class B Common Stock granted to you as the 2016 Performance Award as soon as practicable; provided, further, however, that if, in the good faith reasonable judgment of the Chief Legal Officer of the Employer, the filing of such a registration statement would require the disclosure of material non-public information that Employer has a business purpose to keep confidential, then, upon notice to you, (x) if Employer qualifies as a “well-known seasoned issuer” (“WKSI”) under the Securities Act of 1933, as amended, at such time, the filing and effectiveness of the registration statement may be declared postponed for a period not to exceed ninety (90) days from the date of grant and (y) if the Employer is not a WKSI at such time, the filing of the registration statement may be postponed for a period not to exceed ninety (90) days from the date of grant and Employer shall use reasonable best efforts to cause the registration statement to become effective as soon as practicable after thereafter. Any such postponement described above shall not exceed such number of days that the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing Chief Legal Officer of any required post-effective amendments) until the earlier Employer determines in good faith to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)reasonably necessary.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent (a) The Company shall use its best efforts to distribute all of the Registrable Shares to become current in its shareholders pro rata either as a dividend or reporting requirements pursuant to a distribution that is not exempt under the Securities Exchange Act. Upon becoming current on its Exchange Act and is not a distribution of exempted securities (within the meaning of the Securities Act), reporting requirements and in any no event prior to later than the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities. The Registration Statement (i) shall be on Form S-1 and (ii) shall contain (except if otherwise requested by the appropriate form for Electing Holders or required pursuant to written comments received from the purpose Commission upon a review of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (Registration Statement) the “Registration Statement”). Plan of Distribution” in substantially the form attached hereto as Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall update the Registration Statement pursuant to Section 3(a)(iii) hereof during the Effectiveness Period applicable to this Section 2(a). (b) Within 30 days after the Company becomes eligible to file a Registration Statement on Form S-3, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (the “Shelf”). The Registration Statement (i) shall be on Form S-3 and, if the Company is a WKSI as of the Filing Date, shall be an automatic shelf registration statement and (ii) shall contain (except if otherwise requested by the Electing Holders or required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act during the Effectiveness Period applicable to this Section 2(b). In addition, the Company shall, promptly and from time to time, file such additional Registration Statements to cover resales of any Registrable Securities which are not registered for resale pursuant to a pre-existing Registration Statement no later than the Filing Date with respect thereto, and shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective or otherwise to become effective under the Securities Act as soon as practicable after the filing thereof with applicable Filing Date but, in any event, no later than the SEC. Weatherford applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act at all times during the Effectiveness Period applicable to this Section 2(b). (including through c) Notwithstanding anything to the filing contrary in Section 2(a) or Section 2(b) hereof, upon notice to the Holders, the Company may suspend the use or the effectiveness of the Registration Statement, or extend the time period in which it is required to file the Registration Statement, for up to 75 days in the aggregate in any 12-month period (a “Suspension Period”) if the Board of Directors of the Company determines, in its reasonable and good faith opinion, that the occurrence or existence of any pending material corporate development makes such suspension appropriate because it would be materially detrimental to the Company for the registration to proceed at such time. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such Registration Statement in connection with any sale or offer to sell Registrable Securities. The Company shall (i) use its commercially reasonable efforts to ensure that the use of such Registration Statement may be resumed as soon as such suspension is no longer appropriate and (ii) promptly notify the Holders when the Registration Statement may once again be used or is effective. The Company shall not be permitted to deliver a notice of suspension, nor exercise its rights of suspension under this Section, more than twice during any 12-month period. (d) If: (i) any Registration Statement is not filed on or prior to its Filing Date (it being understood that if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required post-by Section 3(a)(i) hereof, the Company shall not be deemed to have satisfied this clause (i)), (ii) a Registration Statement is not declared effective amendmentsby the Commission or does not otherwise become effective on or prior to its required Effectiveness Date, (iii) until the earlier Company fails to occur file with the Commission a request for acceleration in accordance with Rule 461 promulgated by the Commission under the Securities Act within five Trading Days of the date on which the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be reviewed or is not subject to further review, or (iv) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Effectiveness Period (in each case, except as specifically permitted herein with respect to any applicable Suspension Period) (any such failure or breach being referred to as a “Registration Default,” and for purposes of clauses (i) or (ii) the date on which such Registration Default occurs, and for purposes of clause (iii) the date on which such five Trading Day period is exceeded and for purposes of clause (iv) the date on which the Registration Statement ceases to be effective and available, being referred to as the “Registration Default Date” and each period from and including the Registration Default Date during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, during the Registration Default Period, as liquidated damages and not as penalty and as the exclusive remedy as to damages, in addition to any other equitable rights available to the Holders (including, without limitation, pursuant to Section 7(a) hereof), the Company shall pay in cash a special payment (collectively, “Special Payments”) to Holders (x) in respect of each share of Preferred Stock that is convertible into a Registrable Security, in an amount equal to 2.00% per annum of the accrued liquidation preference of such share of Preferred Stock and each additional share of Preferred Stock that would have otherwise been paid to the holder of such Preferred Stock from and including the immediately preceding dividend payment date to September 30, 2014, and (y) in respect of each share of Common Stock issued upon conversion of Preferred Stock that is a Registrable Security, in an amount equal to 2.00% per annum of the quotient of (i) the date after which all accrued liquidation preference of the Registrable Shares registered thereunder shall have been distributed share of Preferred Stock at the time of its conversion, divided by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date number of shares of Common Stock issued upon conversion of such share of Preferred Stock. Special Payments shall accrue from the applicable Registration Default Date until all Registration Defaults have been cured, and shall be payable quarterly in arrears on each January 1, April 1, July 1 and October 1 following the applicable Registration Default Date to the record holder of the applicable security on the date that is 15 days prior to such payment date, until paid in full. Special Payments payable in respect of any Registration Statement; provided, that such date Default Period shall be extended by computed on the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result basis of a breach by Weatherford 360-day year consisting of its obligations hereundertwelve 30-day months. Thereafter, Weatherford Special Payments shall be entitled payable only with respect to withdraw a single Registration Default at any given time, notwithstanding the fact that multiple Registration Statement and, upon such withdrawal, Precision Defaults may have occurred and be continuing. (e) The registration rights granted under this Section 2 shall have no further right to distribute any automatically terminate as of the date and time at which all Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Securities are Freely Tradable.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”)be made on a continuous basis pursuant to Rule 415. The registration effected pursuant to this Section l.1 is referred to herein as Registration Statement required hereunder shall be on Form S-3 or its equivalent for a public offering of shares and the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause such shares to be registered for the offering. The Registration Statement required hereunder shall reflecting the principles of what is contained (except if otherwise directed by the Holders) in the "Plan of Distribution" attached hereto as Annex A, subject to the laws and regulations governing any plan of distribution, and what is customary by the Company according to the Purchase Agreement. The Company shall cause the Registration Statement to become effective and remain effective as provided herein. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with thereof, but in any event not later than the SEC. Weatherford Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) the date after which when all of the Registrable Shares registered thereunder shall have been distributed Securities covered by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e(a) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares been sold pursuant to the Registration Statement or an exemption from the registration requirements of the Securities Act or (or any prospectus relating theretob) may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). (b) If: a Registration Statement is not filed on or prior to its Filing Date the Company shall pay to each Holder an amount in shares, as liquidated damages and not as a penalty, equal to 1% of the aggregate Shares owned by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and. if the Registration Statement is not declared effective by the Commission on or before the Effectiveness Date, or after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases twenty Trading Days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clause (iii) the date which such fifteen Trading Day period is exceeded, or for purposes of clause (v) the date on which such twenty Trading Day period 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 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 or no more than a total of twelve months from the Closing Date, the Company shall pay to each Holder an amount in shares, as liquidated damages and not as a penalty, equal to 2% of the aggregate Shares owned by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder no more than a total of twelve months from the Closing date. In no way will the Company pay more than 2% per month if the Company misses both the Filing Date and Effective Date. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event.

Registration. As (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 or such other form as may be available to register the resale of the Registrable Securities and shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 75% majority in interest of the Holders) substantially in the form of "Plan of Distribution" attached hereto as Annex A. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to 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, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)filing thereof, and but in any event prior to the date applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earliest of (i) all Registrable Securities covered by such Registration Statement have been sold thereunder or pursuant to Rule 144, (ii) all Registrable Securities may be sold without the requirement that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file Company be in compliance with the current public information requirements of 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, (iii) the three (3) year anniversary of the Closing Date or (iv) all Registrable Securities are not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and Exchange Commission acceptable to the Transfer Agent and the affected Holders (the “SEC”) "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 appropriate form 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 file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, 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 purpose registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its 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 Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion Shares. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇'s allotment. (b) If a Registration Statement registering under the Securities Act for resale all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of Securities (i) is not declared effective by the date after which Commission by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any portion of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata Securities is solely as a dividend result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the shareholders of Precision and Holders), or (ii) 60 days after the effective date of the a Registration Statement; provided, that 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 30 calendar days during any 12-month period (any such failure or breach being referred to as an "Event", and the date on which such Event occurs, 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 be extended 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 2% of time of any period the purchase price paid by such Holder pursuant to the Purchase Agreement, during which Precision may not use the Registration Statement such Event continues uncured. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event. ThereafterProvided, Weatherford however, the foregoing liquidated damages shall not accrue or be entitled otherwise charged during any period in which the Investor is eligible to withdraw sell the Registration Statement andShares on any given day under Rule 144 (or would be able eligible to sell such Shares but for the volume or manner of sale limitations of such rule)(including, upon with respect to the Warrant Shares, where such withdrawal, Precision shall have no further right Warrant Shares are resalable under Rule 144 if issued pursuant to distribute any a cashless exercise of the Warrants), or in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Investor has publicly sold its Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Securities.

Registration. As promptly as possible after For the date that Precision gives Weatherford notice of Precision’s intent to distribute all purposes of the Registrable Shares Registration, the Supplier shall use the Managed Registration Information which the Authority provides to its shareholders pro rata either it in accordance with the Framework Agreement or, in the case of Site Works and Installation Services carried out by the Supplier, the address of any new supply point and the related MPR and Meter serial number obtained by the Supplier in respect of such works. If the Supplier fails to Register itself in respect of a Supply Point and such failure is attributable to any act or omission of the Supplier: the Supplier shall notify the Customer within two (2) Working Days of the failure; the Supplier shall use all reasonable endeavours to Register itself in respect of the relevant Supply Point as soon as reasonably practicable; and any issues arising in relation to the late transfer of the Supply Point between the Supplier and the existing Gas Supplier to the relevant Supply Point ("Incumbent Supplier"), including any amounts that may be owed, shall be resolved (and payments made) in accordance with the Inter-Shipper Dispute Mechanism. The Supplier shall not be liable for any claims, proceedings, losses, liabilities, costs (including legal costs), damages or expenses arising out of any late or failed Registration of a dividend Supply Point and any consequential delay in the Actual Supply Start Date for that Supply Point, if such late or pursuant failed Registration or such consequential delay is caused by a Transfer Objection submitted by the Incumbent Supplier. The Supplier shall use all reasonable endeavours to resolve any Transfer Objection as soon as reasonably practicable and the Parties shall co-operate and do such things as are necessary to resolve such objection and minimise any delays to the Actual Supply Start Date for the relevant Supply Point. If a distribution that Transfer Objection is not exempt under made by the Securities Act Customer's Incumbent Supplier and is not a distribution of exempted securities resolved within five (within the meaning 5) Working Days then, in accordance with sub-clause Error: Reference source not found, either Party may terminate this Agreement in respect of the Securities Act)affected Supply Point only. If required by the Uniform Network Code, and following confirmation that the Supplier is Registered in any event respect of the relevant Supply Point, the Supplier shall provide the Customer with a NEXA for the Customer to execute. The Customer shall execute the NEXA prior to the date Earliest Supply Start Date for the relevant Supply Point. SUPPLY OF GAS PRODUCTS Nominated Consumption for DM Supply Meter Points: As soon as reasonably practicable prior to the start of each Procurement Year, the Customer shall in respect of each of its DM Meters included in Supply Points ("DM Supply Meter Points") notify the Supplier of the estimated quantity of natural gas the Customer will require in the upcoming Procurement Year and its likely consumption profile for each Month during that is thirty (30) business days following the date of any such noticeProcurement Year, Weatherford which estimate shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement be, as far as reasonably practicable, based on the appropriate form for Historic Demand of natural gas supplied to the purpose of registering under the Securities Act all DM Supply Meter Point and take into account any planned shutdowns of the Registrable Shares for distribution by Precision to its shareholders DM Supply Meter Point in the manner as set forth in such notice (the “Registration Statement”)relevant Procurement Year. The registration effected pursuant to this Section l.1 is referred to herein as Customer's estimate may only deviate from Historic Demand on reasonable grounds and the “Registration.” Weatherford agrees to use Customer shall provide the Supplier with its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective grounds for such deviation (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto"Nominated Consumption").

Registration. As promptly as possible after (a) I hereby acknowledge that I have been advised, and I understand and agree, that: (i) the date that Precision gives Weatherford notice issuance of Precision’s intent to distribute all of the Registrable such Award Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is me has not exempt been registered under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)1933, and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission as amended (the “SECAct”); (ii) a Registration Statement on the appropriate form for the purpose any routine sale of registering such Award Shares made in reliance upon Rule 144 under the Securities Act Act, if then available, can only be made in limited amounts in accordance with the terms and conditions of that Rule; (iii) the Company is not under any obligation at any time to register any of such Award Shares under the Act; (iv) all certificates for Award Shares shall bear a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL SUCH SHARES HAVE BEEN REGISTERED UNDER SUCH ACT OR UNTIL THE COMPANY SHALL HAVE RECEIVED AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SHARES MAY BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT RESTRICTIONS. and (v) the Company may instruct any transfer agent for its shares not to permit transfer of any of the Registrable Award Shares unless specifically authorized by the Company. (b) I hereby agree that none of such Award Shares shall be sold or otherwise disposed of, nor shall any of the same be offered for distribution sale, by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected me except pursuant to this Section l.1 is referred a currently effective registration statement by which such shares are duly registered under the Act, or in accordance with an opinion of counsel satisfactory to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after Company, which all of the Registrable Shares registered thereunder opinion shall have been distributed approved by Precision pro rata as a dividend the Company and be to the shareholders of Precision and effect that the contemplated transaction (ii) 60 days after the effective date of the Registration Statement; provided, that such date which shall be extended by described therein) may be legally effected, and the amount of time of any period during which Precision shares so transferred may not use subsequently be resold, without registration under the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Act.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective registration statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the appropriate form for Commission upon a review of such Registration Statement) the purpose “Plan of registering Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as to all of Registrable Securities permitted by the Registrable Shares for distribution Commission to be included therein (by Precision reference to its shareholders in written comments which are received to the manner as set forth in such notice (the “filed Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein ) as the “Registration.” Weatherford agrees to soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur date which is the earliest of (i) the date five years after which its Effective Date, (ii) such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata the Holders, or (iii) such time as a dividend all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the shareholders Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). By 5:00 p.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). Notwithstanding anything to the contrary contained herein (including the provisions of Precision Section 2(b) below), the Company shall not be required to file or amend a Registration Statement to constitute a primary offering of securities by the Company. (b) If: (i) the Registration Statement is not filed on or prior to its Filing Date (if the Company files the Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the Trading Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is actually required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-month period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period 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 the last day of each 30-day period after 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 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (1) the Company will not be liable for liquidated damages under this Agreement with respect to any Warrants or Warrant Shares and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be five percent (5%) of the aggregate Investment Amount paid by such Holder pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of Section 1.2(eeach 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) below or upon the expiration of the Effectiveness Period. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a result “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw Holder in the Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least four Trading Days prior to the Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the appropriate form for the purpose Commission upon a review of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). ) the "Plan of Distribution" attached hereto as Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as soon as practicable after possible but, in any event, no later than the filing thereof with the SEC. Weatherford Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur date which is the earliest of (i) the date after which such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata as a dividend to the shareholders of Precision and Holders, or (ii) 60 days such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). By 9:30 a.m. (New York City time) on the Trading Day immediately following the Effective Date, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) If: (i) the Registration Statement is not filed on or prior to the Filing Date covering all of the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Date or if by the Business Day immediately following the Effective Date the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) (whether or not such a prospectus is technically required by such Rule), or (iii) after the Effective Date, without regard for the reason therefor or efforts therefor, such Registration Statement ceases for any reason to be effective date and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Registration StatementEffectiveness Period for more than an aggregate of 45 Trading Days during any 365 calendar day period (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 45 Trading Day-period 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 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement; provided, however, that such date the total amount of partial liquidated damages payable by the Company pursuant to all Events under this Section shall be extended capped at an aggregate of 8% of the aggregate Investment Amount paid by the amount of time of any period during which Precision may not use Investors for Shares under the Registration Statement Purchase Agreement. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro-rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event, except in the case of the first Event Date. Thereafter, Weatherford In no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Investors for Shares in any 30-day period. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). The Company shall not be entitled required to withdraw include the Registrable Securities of a Holder in a Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(b) to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities for distribution by Precision an offering to its shareholders be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder 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 the manner as set forth Registration shall be on another appropriate form in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant Registration Statement required hereunder shall contain (except if otherwise directed in writing by the Holders or if otherwise required by applicable law or by the Commission) the "PLAN OF DISTRIBUTION" attached hereto as ANNEX A. The Company shall use commercially reasonable efforts to this Section l.1 is referred cause the Registration Statement to herein become effective and remain effective as the “Registration.” Weatherford agrees to provided herein. The Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with thereof, but in any event not later than the SEC. Weatherford Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the affected Holders (including through the filing "EFFECTIVENESS PERIOD"). (b) If during the Effectiveness Period: (i) a Registration Statement is not filed on or prior to the Filing Date (if the Company files a Registration Statement without affording the Holder the reasonable opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five Trading Days of any required postthe date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within thirty Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, including during the pendency of a Blackout Period, for in any such cases twenty-five Trading Days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an "EVENT," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such thirty Trading Day period is exceeded, or for purposes of clause (v) the date on which such twenty-five Trading Day period is exceeded being referred to as "EVENT DATE"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier applicable Event is cured, the Company shall pay to occur of (i) the date after which all each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the Registrable Shares registered thereunder shall have been distributed aggregate purchase price paid by Precision pro rata as a dividend such Holder pursuant to the shareholders of Precision and Purchase Agreement for any Registrable Securities then held by such Holder (ii) 60 pro-rated for partial periods on a PER DIEM basis). If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the effective date payable, the Company will pay interest thereon at a rate of 10% 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 liquidated damages are payable until such amounts, plus all such interest thereon, are paid in full. (c) The Company shall have the right to suspend the effectiveness of any Registration Statement during the pendency of any "Blackout Period," as defined below. The Company shall notify the Holders of the Registration Statement; provided, that such date shall be extended by the amount of time commencement of any period Blackout Period, and during which Precision may not use the Registration Statement pursuant to the terms pendency of Section 1.2(e) below such Blackout Period no Holder shall sell, convey, dispose of or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute otherwise transfer in any of the manner any Registrable Shares Securities pursuant to the Registration Statement (or Statement. The Company acknowledges and agrees that, following the end of the twenty-five day grace period set forth in Section 2(b)(v), liquidated damages will accrue and be payable to the Holders pursuant to Section 2(b) notwithstanding the pendency of a Blackout Period until the Company notifies the Holders that the Blackout Period has terminated. For purposes of this Agreement, "BLACKOUT PERIOD" means any prospectus relating thereto).of the following:

Registration. As (a) On or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 or such other form as may be available to register the resale of the Registrable Securities and shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 75% majority in interest of the Holders) substantially in the form of "Plan of Distribution" attached hereto as Annex A. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to 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, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)filing thereof, and but in any event prior to the date applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earliest of (i) all Registrable Securities covered by such Registration Statement have been sold thereunder or pursuant to Rule 144, (ii) all Registrable Securities may be sold without the requirement that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file Company be in compliance with the current public information requirements of 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, (iii) the three (3) year anniversary of the Closing Date of the first Tranche or (iv) all Registrable Securities are not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and Exchange Commission acceptable to the Transfer Agent and the affected Holders (the “SEC”) "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 appropriate form 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 file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, 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 purpose registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its 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 Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement with the Warrant Shares being cutback prior to any Conversion Shares. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations as to such Holder's allotment. (b) If a Registration Statement registering under the Securities Act for resale all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of Securities (i) is not declared effective by the date after which Commission by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any portion of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata Securities is solely as a dividend result of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the shareholders of Precision and Holders), or (ii) 60 days after the effective date of the a Registration Statement; provided, that 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 30 calendar days during any 12-month period (any such failure or breach being referred to as an "Event", and the date on which such Event occurs, 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 be extended 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 2% of time of any period the purchase price paid by such Holder pursuant to the Purchase Agreement, during which Precision may not use the Registration Statement such Event continues uncured. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event. ThereafterProvided, Weatherford however, the foregoing liquidated damages shall not accrue or be entitled otherwise charged during any period in which the Investor is eligible to withdraw sell the Registration Statement andShares on any given day under Rule 144 (or would be able eligible to sell such Shares but for the volume or manner of sale limitations of such rule)(including, upon with respect to the Warrant Shares, where such withdrawal, Precision shall have no further right Warrant Shares are resalable under Rule 144 if issued pursuant to distribute any a cashless exercise of the Warrants), or in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Investor has publicly sold its Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Securities.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 or such other appropriate form in accordance herewith, subject to the provisions of Section 2(e) and Exchange Commission shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 period commencing on the Effectiveness Date and ending on the later of the dates set forth in clause (i) or (ii) of the provision, the “SECEffectiveness 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 appropriate form 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 purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution by Precision to its shareholders in resale as a secondary offering on a single registration statement, the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable best efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares (applied, in the case that some Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Pre-Funded Warrant Shares, Placement Agent Warrant Shares and Strategic Advisor Warrant Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, and to use its commercially reasonable efforts to cause the Commission to declare such registration statement covering the Registrable Securities that were not registered for resale on the Initial Registration Statement to be declared Statement, as amended, effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective date. (including through the filing of any required post-effective amendmentsd) until the earlier to occur of If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein or the Company subsequently withdraws the filing of the Registration Statement, for reasons other than at the request of the Holders of a majority in interest of the Registrable Securities to withdraw the Registration Statement, the Company shall be deemed to have not satisfied this clause (i) and any such event or circumstance shall thus constitute an “Event” as defined below), 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 (5) 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 ten (10) calendar days after which 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) a Registration Statement registering for resale all of the Registrable Shares registered thereunder Securities, subject to the cutback limitations set forth in Section 2(c) of this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement (provided that, if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (i.e., only allows for fixed price sales), the Company shall have been distributed by Precision pro rata deemed to have not satisfied this clause and any such event or circumstance shall thus constitute an “Event” as a dividend to the shareholders of Precision and defined below), or (iiv) 60 days after the effective date of the a Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 $1,000 per day of such failure. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunder. Thereafteran Event. (e) The Company shall register the resale of the Registrable Securities on Form S-3 under the Securities Act (or in the event that the Company is ineligible to use such form, Weatherford such other form as the Company is eligible to use under the Securities Act provided that such other form shall be entitled converted into an S-3 as soon as Form S-3 becomes available to withdraw the Company), provided that the Company shall maintain and effectiveness of and update as required the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the Commission. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all 100% of the Registrable Shares Securities for distribution by Precision an offering to its shareholders be made on a continuous basis pursuant to Rule 415. A Registration Statement required hereunder 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 the manner as set forth which case such registration shall be on another appropriate form in such notice (the “Registration Statement”accordance herewith). Each Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "Plan of Distribution" attached hereto as Annex A. The registration effected pursuant Company shall cause such Registration Statement to this Section l.1 is referred to herein become effective and remain effective as the “Registration.” Weatherford agrees to provided herein. The Company shall use its reasonable best efforts to cause the each Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later than the Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "Effectiveness Period"). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holder the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under 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 a Registration Statement will not be "reviewed," or not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective by the Commission, 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 fifteen Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases ten Trading Days (which need not be consecutive days) in the aggregate during any 12 month period (any such failure or breach being referred to as an "Event," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (v) the date on which such ten Trading Day period is exceeded being referred to as "Event Date"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 3% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder; and (y) 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 2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable after but in any case prior to the filing thereof with the SEC. Weatherford shall keep the applicable Filing Date, an additional Registration Statement effective (including through covering the filing resale of any required post-effective amendments) until by the earlier to occur Holders of (i) the date after which all not less than 100% of the number of such Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Securities.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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, subject to the provisions of Section 2(e)) and Exchange Commission shall contain (unless otherwise directed by at least 85% in interest of the Holders) 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 filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 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 (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness Period”) ). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern 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 appropriate form 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. Eastern Time on the purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to its shareholders in be registered by the manner Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as set forth in a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such notice (amendment, the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used its commercially reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included on such Registration Statement by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 ten (10) calendar 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders Commission by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, that 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 be extended 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 the product of 2.0% multiplied by the Purchase Price with respect to such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant to Securities has been declared effective by the Registration Statement (or any prospectus relating thereto)Commission.

Registration. As promptly as possible after (a) The Company shall use its best efforts to file the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend Exchange Act Registration Statement on or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)before June 30, and in any event 2024. On or prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the SEC a Registration Statement covering the resale of 100% of the Registrable Securities 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 Initial Registration Statement shall be filed on Form S-1 and Exchange Commission each other Registration Statement filed hereunder 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 such as Form S-1 in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise directed by at least 60% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness 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 e-mail of the effectiveness of a Registration Statement on the appropriate form same Trading Day that the Company telephonically confirms effectiveness with the SEC, 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 purpose Trading Day immediately after the effective date of registering under such Registration Statement, file a final Prospectus with the Securities Act SEC as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single Registration Statement, the Company shall promptly inform each of the Holders thereof and (i) use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision to its shareholders in the manner as set forth in such notice SEC and/or (ii) withdraw the Initial Registration Statement and file a new registration statement (the “New Registration Statement”). The , in each case, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration effected of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, SEC’s Securities Act Rules Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to this Section l.1 is referred 2(d), if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to herein be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the “Registration.” Weatherford agrees to use its reasonable best Company used diligent efforts to cause advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the Company shall first reduce or eliminate any securities to be included other than the Registrable Securities. In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement or files a New Registration Statement in accordance with the foregoing, the Company will use commercially reasonable efforts to file with the SEC, as promptly as allowed by the SEC or SEC Guidance, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC 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 SEC in respect of such Registration Statement within twenty (20) Trading Days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders SEC by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, 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 ten (10) consecutive Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive Trading Days) during any 12-month period, other than with respect to the filing of a post-effective amendment on Form S-1 after the Company has filed an Annual Report on Form 10-K with the SEC (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) 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 the product of 2.0% multiplied by the aggregate Subscription Amount (as defined in the Investment Agreement) paid by such Holder pursuant to the Investment Agreement. The parties agree that such date the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended 20.00% of the aggregate Subscription Amount paid by such Holder pursuant to the Investment Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within five (5) Business Days after the date payable, the Company will pay interest thereon at a rate of twelve percent (12%) per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) agrees to withdraw register the Registrable Securities on Form S-3 as soon as reasonably practicable after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the SEC. The Initial Registration Statement shall be filed on Form S-1. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or any prospectus relating thereto)affiliate of a Holder as an “underwriter” without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30a) business days following the date of any such notice, Weatherford The Company shall prepare and file with the Commission the Registration Statement covering the resale of all Registrable Securities and Exchange for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 as soon as practicable following July 24, 2011, but no later than two weeks following such date. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission (upon a review of the Registration Statement) the “SEC”) a Registration Statement on the appropriate form for the purpose Plan of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner Distribution” attached hereto as set forth in such notice (the “Registration Statement”). Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable possible and in any event by no later than the date which is 90 calendar days after July 24, 2011 or, if the staff of the U.S. Securities and Exchange Commission reviews and provides comments on the Registration Statement, then within 120 days following the filing thereof with of the SEC. Weatherford Registration Statement (the “Effectiveness Deadline”), and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective and available for use by Holders under the Securities Act until the date which is the later of (including through i) such time as all of the filing Registrable Securities covered by the Registration Statement have been publicly sold by the Holders or (ii) for as long as any of the Registrable Securities covered by the Registration Statement are held by Holder, the Company covenants to maintain current information so that such Holder may sell the Registrable Securities pursuant to Rule 144(i) (the “Effectiveness Period”). (b) Within three business days following the date on which the Registration Statement is declared effective by the Commission, and assuming no stop-order has been issued with respect to the Registration Statement, the Company shall furnish to each Holder a letter, dated such date, of outside counsel representing the Company addressed to such Holder, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order. (c) If: (i) the Registration Statement is not filed with the SEC on or prior to the Filing Deadline, (ii) the Registration Statement is not declared effective by the SEC (or otherwise does not become effective) for any reason on or prior to the Effectiveness Deadline, other than as a result of any open issues arising out of any routine SEC review of 1934 Act filings in effect as of the date hereof, or (iii) after its effective date, (A) such Registration Statement ceases for any reason (including, without limitation, by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain effective as to all Registrable Securities for which it is required post-to be effective amendmentshereunder or (B) the Purchasers are not permitted to utilize the Prospectus therein to resell such Registrable Securities, in the case of (A) and (B) other than during a Delay Period or (iv) a Delay Period exceeds the time periods set forth in the proviso in Section 2(e) (any such failure or breach in clauses (i) through (iv) above being referred to as an “Event”, and, for purposes of clauses (i), (ii) or (iii), the date on which such Event occurs, or for purposes of clause (iv) the date on which such Delay Period is exceeded, being referred to as an “Event Date”), then, in addition to any other rights the Purchasers 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 earlier applicable Event is cured, the Company shall pay to occur each Purchaser an amount in cash, as liquidated damages and not as a penalty (“Liquidated Damages”), equal to 1.0% of the aggregate purchase price paid by such Purchaser pursuant to the Securities Purchase Agreement for any Registrable Securities held by such Purchaser on the Event Date, which remain subject to resale restrictions. The parties agree that notwithstanding anything to the contrary herein or in the Securities Purchase Agreement, no Liquidated Damages shall be payable (i) with respect to any Registrable Securities which the Purchaser elects not to register on any applicable Registration Statement; and (ii) with respect to any period after the expiration of the Effectiveness Period (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the Effectiveness Period), and (iii) with respect to any Registrable Securities that are no longer subject to resale restrictions (it being understood that this sentence shall not relieve the Company of any Liquidated Damages accruing prior to the period in which the Registrable Securities are no longer subject to resale restrictions). If the Company fails to pay any Liquidated Damages pursuant to this Section 2(c) in full within ten (10) Business Days after the date payable, the Company will pay interest thereon at a rate of 1.0% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full. The 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, except in the case of the first Event Date. The Effectiveness Deadline for a Registration Statement shall be extended without default or Liquidated Damages hereunder in the event that the Company’s failure to obtain the effectiveness of the Registration Statement on a timely basis results from the failure of a Purchaser to timely provide the Company with information requested by the Company and necessary to complete the Registration Statement in accordance with the requirements of the 33 Act (in which case the Effectiveness Deadline would be extended with respect to Registrable Securities held by such Purchaser). (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Schedule as Annex B (a “Selling Holder Questionnaire”) no later than the Closing Date. The Company shall not be required to include the Registrable Securities of a Holder in the Registration Statement who fails to furnish to the Company a fully completed Selling Holder Questionnaire by the later of (i) the Closing Date or (ii) at least five Trading Days prior to the date after which all of filing of the Registration Statement or pre-effective amendment to the Registration Statement (in no event is the Company required to delay filing the Registration Statement or any pre-effective amendment thereto). Each Holder also agrees to provide the Company with such other information as may be reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, including but not limited to providing such information in a timely manner regarding itself, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Shares registered thereunder Securities as shall have been distributed by Precision pro rata as be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities. The Company shall not be required to include the Registrable Securities of a dividend Holder who fails to provide such reasonably requested information or who objects to the shareholders inclusion of Precision required disclosure in the Registration Statement regarding such Holder, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Securities. (iie) 60 days after Notwithstanding Section 2(a) hereof, the effective date Company may delay or suspend the effectiveness of the Registration StatementStatement (a “Delay Period”) if the board of directors of the Company determines in good faith that effectiveness of the Registration Statement should be suspended in accordance with the rules and regulations under the Securities Act or that the disclosure of material non-public information (“Pending Developments”) at such time would be detrimental to the Company and its subsidiaries, taken as a whole; providedprovided that if a Delay Period occurs or if, that for any other reason, after effectiveness the Registration Statement is not available to enable Holders to effect resales thereunder, the term of any Delay Period(s) and period(s) during which the Registration Statement is otherwise unavailable for use in effecting such date resales, the period during which the Registration Statement shall be required to remain effective specified in clause (i) of Section 2(a) of this Schedule “D” shall be extended by the amount aggregate of time the term(s) of any period Delay Period(s) or other period(s) during which Precision may not use the Registration Statement pursuant may not be used by Holders to effect resales thereunder. Notwithstanding the terms foregoing, in no event will a Delay Period be in effect or the ability of Section 1.2(e) below the holders of the Securities, or as the common shares underlying these securities to effect resales under such registration statement be impaired during any period in which the Company is effecting a result of a breach by Weatherford primary public offering of its obligations hereundersecurities in the United States or Canada so that holders of the Securities, and the common shares underlying these securities, shall have the ability to effect public resales of their securities at the same time and on the same basis as purchasers in any such primary public offering. ThereafterThe aggregate Delay Period for all Pending Developments shall not exceed 60 consecutive calendar days in any 365-day period, Weatherford and no less than 30 calendar days shall be entitled pass between any consecutive 60 calendar day Delay Period. Notwithstanding the foregoing, the Company shall use its commercially reasonable efforts to withdraw ensure that the Registration Statement and, upon such withdrawal, Precision is declared effective and its permitted use is resumed following a suspension as promptly as practicable. The Company shall have no further right not be required to distribute any specify in the written notice to the Holders the nature of the Registrable Shares pursuant event giving rise to the Registration Statement (or Delay Period. The notice of the existence of a Pending Development shall remain confidential to such Holder until such information otherwise becomes public, unless disclosure by the Holder is required by law and provided that notwithstanding such Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgment that any prospectus relating thereto)such information is material.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-3 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the appropriate form for Commission upon a review of such Registration Statement, other than as to the purpose characterization of registering any Holder as an underwriter, which shall not occur without such Holder’s written consent) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act all of the Registrable Shares for distribution by Precision to as soon as possible but, in any event, no later than its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Effectiveness Date, and shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement continuously effective during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the first Business Day immediately following the Effective Date of such Registration Statement in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or not such filing is technically required under such Rule). (b) Notwithstanding the other provisions of this Section 2, if the Company receives Commission Comments, and following discussions with the Commission in which the Company uses reasonable efforts and devotes a reasonable amount of time to cause as many Registrable Securities as possible to be included in the Registration Statement filed pursuant to Section 2(a) without characterizing any Holder as an underwriter, the Company is unable to cause the inclusion of all such Registrable Securities, then the Company will have the right, on one Trading Day prior written notice to the Holders, to (i) remove from the Registration Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the Commission may require to assure the Company’s compliance with the requirements of Rule 415 (provided, the Company may not name any Holder as an underwriter without such Holder’s prior written consent) (collectively, the “SEC Restrictions”). Any cut-back imposed pursuant to this Section 2(b) shall be allocated first to the Placement Agent Warrant Shares and then among the Shares of the Holders on a pro rata basis, unless the SEC Restrictions otherwise require. No liquidated damages shall accrue on or as to any Cut Back Shares until such time as the Company is able to effect the registration of the Cut Back Shares in accordance with any SEC Restrictions (any such date, the “Restriction Termination Date”). From and after the Restriction Termination Date, all of the provisions of this Section 2 (including through the filing liquidated damages provisions) shall again be applicable to the Cut Back Shares; provided, however, that for such purposes the Closing Date shall be deemed to be the Restriction Termination Date. For the avoidance of doubt, the Company will prepare and file additional Registration Statements in accordance with the terms hereof until such time as all such required shares are covered by effective Registration Statements. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date covering the Registrable Securities required under this Agreement to be included therein (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date or if by the first Business Day immediately following the Effective Date in which the Commission accepts filings on its ▇▇▇▇▇ database, the Company shall not have filed a “final” prospectus for the Registration Statement with the Commission under Rule 424(b) in accordance with the terms hereof (whether or not such a prospectus is technically required by such Rule), or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required postto cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 30 Trading Days during any 12-effective amendmentsmonth period (which need not be consecutive) (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 30 Trading Day-period 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 the last day of each 30-day period after each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier applicable Event is cured, the Company shall pay to occur each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Investment Amount paid by such Holder for Shares pursuant to the Purchase Agreement. The parties agree that (i1) the date after which all Company will not be liable for liquidated damages under this Agreement with respect to any warrants issued to any placement agent as compensation in connection with the financing that is the subject of the Registrable Purchase Agreement or Placement Agent Warrant Shares registered thereunder and (2) in no event will the Company be liable for liquidated damages under this Agreement in excess of 1.0% of the aggregate Investment Amount of the Holders in any 30-day period, and (3) the maximum aggregate liquidated damages payable to a Holder under this Agreement shall have been distributed be twelve percent (12%) of the aggregate Investment Amount paid by Precision pro rata as a dividend such Holder pursuant to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement Purchase Agreement. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of Section 1.2(eeach 30-day period prior to the cure of an Event, and shall cease to accrue (unless earlier cured) below or upon the expiration of the Effectiveness Period. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a result “Selling Holder Questionnaire”). The Company shall not be required to include the Registrable Securities of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Holder in a Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least four Trading Days prior to the Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As (1) (A) Subject to the terms and conditions of the Transaction Documents, the Company covenants and agrees that as promptly as possible after practicable following the date that Precision gives Weatherford receipt of a written notice of Precision’s intent to distribute all of (the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under “Demand Notice”) from the Securities Act and is not a distribution of exempted securities Investor (within the meaning of the Securities Act), and in any event prior to no later than the date that is thirty (30) business days following applicable Registration Deadline), the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (SEC one or more Shelf Registration Statements covering the “SEC”) a Registration Statement on the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares for distribution Securities (or, if permitted by Precision the rules of the SEC, otherwise designate an existing Shelf Registration Statement filed with the SEC to its shareholders in cover such Registrable Securities), and, to the manner as set forth in such notice (extent the “Shelf Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as Statement has not theretofore been declared effective, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the such Shelf Registration Statement to be declared or become effective as soon as practicable after (and in any event no later than the filing thereof Effectiveness Deadline) and to keep such Shelf Registration Statement continuously effective and in compliance with the SEC. Weatherford shall keep Securities Act and usable for resale of such Registrable Securities for a period from the date of its initial effectiveness until such time as there are no such Registrable Securities remaining (including by refiling such Shelf Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as or a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the new Shelf Registration Statement; provided) if the initial Shelf Registration Statement expires) (the “Effectiveness Period”). If, that such date shall be extended by at any time after having requested the amount of time of any period during which Precision may not use the Company to file a Registration Statement pursuant to this Section 3.11(a)(1)(A), the terms Investor shall determine for any reason to withdraw such registration, the Investor may, at its election, give notice of Section 1.2(e) below or as a result such determination to the Company. On receipt of a breach by Weatherford such notice the Company shall be relieved of its obligations hereunder. Thereafter, Weatherford shall be entitled obligation to withdraw the Registration Statement and, upon effect such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)registration.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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, subject to the provisions of Section 4.17(e)); provided, however, that no Purchaser shall be required to be named as an “underwriter” without such Purchaser’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and Exchange Commission shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 Purchasers (the “SECEffectiveness 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 Purchasers via facsimile or by e-mail of the effectiveness of a Registration Statement on the appropriate form same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requesteds for the purpose effectiveness of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the Registrable Securities for a selling stockholder resale 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 for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant Company shall cause each Registration Statement to this Section l.1 is referred to herein become effective and remain effective as the “Registration.” Weatherford agrees to provided herein. The Company shall use its reasonable best commercial efforts to cause the each Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof thereof, but in any event no later than the Effectiveness Date. The Company shall use its reasonable commercial efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) any Registration Statement is not filed on or prior to the applicable Filing Date; (ii) a Registration Statement filed hereunder is not declared effective by the Commission by the applicable Effectiveness Date; (iii) after a Registration Statement is filed with and declared effective by the SEC. Weatherford Commission, a Discontinuation Event (as hereafter defined) shall keep occur and be continuing, or such Registration Statement ceases to be effective (by suspension or otherwise) as to all Registrable Securities to which it is required to relate at any time prior to the expiration of the Effectiveness Period (without being succeeded immediately by an additional registration statement filed and declared effective), for a period of time which shall exceed 30 days in the aggregate per year or more than 20 consecutive calendar days (defined as a period of 365 days commencing on the date the Registration Statement effective is declared effective); or (including through iv) the filing Common Stock is not listed or quoted, or is suspended from trading on any Trading Market for a period of three (3) consecutive Trading Days (provided the Company shall not have been able to cure such trading suspension within 30 days of the notice thereof or list the Common Stock on another Trading Market); (any required post-effective amendments) until the earlier such failure or breach being referred to occur as an “Event,” and for purposes of clause (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and or (ii) 60 days after the effective date on which such Event occurs, or for purposes of clause (iii) the date which such 30 day or 20 consecutive day period (as the case may be) is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, or for purposes of clause (iv) the date on which such three (3) Trading Day period is exceeded, being referred to as “Event Date”), then as partial relief for the damages to the Purchaser by reason of the Registration Statement; providedoccurrence of any such Event (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to the Purchaser, as liquidated damages and not as a penalty, for each day that an Event has occurred and is continuing, an amount in cash equal to one-thirtieth (1/30th) of the product of (A) the original principal amount of the Note multiplied by (B) 0.02. In the event the Company fails to make any payments pursuant to this Section 2(b) in a timely manner, such date payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. (c) Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion required by this Section 2(c) shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant delivered to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw Purchaser within the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)time frame set forth above.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is 1.3-1 HPEV shall, by not exempt under the Securities Act and is not a distribution of exempted securities later than fifteen (within the meaning of the Securities Act), and in any event prior to the date that is thirty (3015) business days following the date of any such noticeEffective Date, Weatherford shall prepare file (and file do all that it can to perfect as necessary or appropriate) with the Securities and Exchange Commission (the “SEC”) SEC a new S-1 Registration Statement on applicable to the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is ; and the date upon which HPEV shall file the Registration Statement being sometimes referred to herein hereinafter as the “Registration.” Weatherford agrees Registration Filing Date”) and, at HPEV’s discretion, up to use its reasonable best efforts a maximum of Two Million Five Hundred Thousand (2,500,000) additional common shares (such additional shares being limited to cause newly issued shares sold by HPEV only during the period from the Effective Date through the Registration Filing Date), and shall take all such actions as shall be required of it to have such registration statement declared effective by the SEC (recognizing that the SEC is not subject to the control of HPEV) as soon as possible (including, but not limited to, submitting a request for acceleration of effectiveness at the earliest possible date). HPEV shall thereafter maintain the Registration Statement in effect continuously and at all times subject to be declared effective the approval of the SEC (recognizing that the SEC is not subject to the control of HPEV) for so long as soon Spirit Bear shall own any Shares. In addition, for so long as practicable after the filing thereof with the SEC. Weatherford Spirit Bear shall keep own any Shares, HPEV shall refrain from any action which may result in the Registration Statement effective not being in effect for any period exceeding three (including through 3) trading days. 1.3-2 Commencing on the filing Registration Date and continuing so long as Spirit Bear shall own any Shares, in the event that HPEV fails to comply with the requirements of any required postSection 1.3-effective amendments) until 1 above (recognizing that the earlier SEC is not subject to occur the control of HPEV), HPEV shall weekly pay to Spirit Bear, ▇▇▇▇, Knoll, Brown, and/or ▇▇▇▇▇▇▇, respectively, liquidated damages per day equal to the product of (i1) the date after which all aggregate total of the Registrable common shares attributable to all Shares registered thereunder shall have been distributed owned by Precision pro rata each of them as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such first date shall be extended by the amount of time of any period during upon which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach is not in effect, multiplied by Weatherford of its obligations hereunderTwo Cents ($0.02). ThereafterIn addition, Weatherford Spirit Bear, ▇▇▇▇, Knoll, Brown, and ▇▇▇▇▇▇▇ shall be entitled to withdraw enforce this obligation of HPEV by injunctive relief and/or specific performance without posting a bond. 1.3-3 Spirit Bear agrees that, as of the date upon which the Registration Statement andshall be filed by HPEV with the SEC, upon such withdrawal, Precision it shall have no further right rights to distribute any of the Registrable Shares pursuant appoint nominees to the Registration Statement (Board of Directors of HPEV under the Securities Purchase Agreement, the Bylaws of HPEV, or any prospectus relating thereto)otherwise.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all (i) If, upon termination of the Registrable Shares to its shareholders pro rata either as a dividend or restrictions set forth in Section 2 (Transfer Restrictions) pursuant to a distribution that is the terms hereof, the Shares cannot exempt be sold without restriction pursuant to Rule 144 promulgated under the Securities Act, then upon Investor’s written request, the Company will use commercially reasonable efforts to register the Shares of resale under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) on a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice Form S-3 (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to , filed within 90 days of such written request, and will use its commercially reasonable best efforts to cause the have such Registration Statement to be promptly declared effective as soon as practicable after by the filing thereof with the SEC. Weatherford shall Commission. (ii) The Company will use commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act for one hundred eighty (including through 180) days following the filing initial effectiveness of any required post-effective amendments) such Registration Statement or, if earlier, until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder covered by such Registration Statement have been sold or can be sold publicly without restriction or limitation under Rule 144. (iii) The Investor shall furnish to the Company such information regarding the Investor, and the distribution proposed by the Investor, as the Company may reasonably request in writing and as shall be required in connection with the Registration Statement. (iv) The Company shall pay all fees and expenses incident to the performance of or compliance with this Section 4(b) by the Company. (v) Notwithstanding the foregoing obligations, if the Company furnishes to Investor a certificate signed by faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (c) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have been distributed by Precision pro rata as the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a dividend period of not more than sixty (60) days after the request of Investor is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period (other than (1) a registration relating to the shareholders sale of Precision securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (2) a registration relating to an SEC Rule 145 transaction; (3) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Shares; or (4) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered). (vi) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 4(b) (a) during the period that is thirty (30) days before the Company’s good faith estimate of the date of the filing of, and ending on a date that is ninety (ii90) 60 days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has previously effected one registration pursuant to this Section 4(b). (vii) This Section 4 (Registration Rights) shall terminate upon the earliest to occur of the Registration Statement; provided, that such date shall be extended by following: (a) a Change of Control or (b) the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any 18 month anniversary of the Registrable Shares pursuant to termination of the Registration Statement restrictions set forth in Section 2 (or any prospectus relating theretoTransfer Restrictions).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form F-1 and Exchange Commission (shall contain substantially the “SECPlan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such ▇▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(the “Effectiveness Period”). The Company shall telephonically request the 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 appropriate form 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 purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form F-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form F-1 or other appropriate form; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the manner case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days’ prior written notice along with the calculations as set forth to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form F-1 or such notice (other form available to register for resale those Registrable Securities that were not registered for resale on the “Initial Registration Statement”, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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). The registration effected ), 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 this Section l.1 the Securities Act, within five (5) Trading Days of the date that the Company is referred 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 herein as further review, or (iii) prior to the “Registration.” Weatherford agrees effective date of a Registration Statement, the Company fails to use its reasonable best efforts file a pre-effective amendment or otherwise respond in writing to cause comments made by the Commission in respect of such Registration Statement within ten (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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective effective, or (including through the filing of any required post-effective amendmentsiv) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the a Registration Statement; provided, that 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 be extended 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 the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 8% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event. ThereafterNotwithstanding the foregoing, Weatherford the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any 5% of the Registrable Shares aggregate amount paid by such Holder pursuant to the Registration Statement Purchase Agreement. For the avoidance of doubt, if the SEC Staff reduces the number of Registrable Securities as contemplated in Section 2(c), no liquidated damages shall be imposed. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and Exchange Commission shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 (assuming for purposes of the Warrant Shares that the Warrants are exercised on a cashless basis), 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 “SECEffectiveness 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 appropriate form 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 purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the manner as set forth in case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such Holder’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 twenty (20) calendar 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders Commission by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 the product of 1.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement; provided, provided that such date the Company shall not be required to make any payments pursuant to this Section 2(d) with respect to any Registrable Securities the Company is unable to register due to limits imposed by the Commission’s interpretation of Rule 415 under the Securities Act. The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended 5.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the Commission. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Deadline, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the a “SEC”) a Shelf” Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 or if Rule 415 is not available for offers and sales of the Registrable Securities by such other means of distribution by Precision to its shareholders in of Registrable Securities as the manner as set forth in such notice Holders may reasonably specify (the “Initial Registration Statement”). The Initial 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 effected shall be on another appropriate form in accordance with the Securities Act, subject to the provisions of Section 2(f)) and shall contain (except if otherwise required pursuant to this Section l.1 is referred to herein as written comments received from the Commission upon a review of such Registration Statement) the “Registration.Plan of Distribution” Weatherford agrees to section attached hereto as Annex A. (b) The Company shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective by the Commission as soon as practicable and, with respect to the Initial Registration Statement, no later than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within three (3) Business Days after the filing thereof with date that the SEC. Weatherford shall keep Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed,” or not be subject to further review and the effectiveness of such Registration Statement may be accelerated) and shall use its commercially reasonable efforts to keep each Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) the date after which such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata the Holders, or (ii) the date that all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume restrictions pursuant to Rule 144(k) as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any 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 the case of prospectuses, in the light of the circumstances in which they were made) not misleading. Each Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on the Effective Date. The Company shall promptly notify the Holders via facsimile or 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 a Registration Statement. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a 424(b) prospectus with the Commission. Failure to so notify the Holder within 1 Trading Day of such notification or effectiveness or failure to file a final Prospectus as aforesaid shall be deemed an Event under Section 2(c). (c) If: (i) the Initial Registration Statement is not filed with the Commission on or prior to the Filing Deadline, (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within three (3) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be “reviewed,” or not subject to further review, (iii) prior to its Effective Date, 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 ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, (iv) an Initial Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to its Effectiveness Deadline, (v) the Company fails to keep the Common Stock continuously listed on the Trading Market (as defined in the Securities Purchase Agreement) or (vi) after its Effective Date, such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement), to remain continuously effective as to all Registrable Securities for which it is required to be effective or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities (including, without limitation, in accordance with Section 6(e) below) for an aggregate of more than 10 consecutive Trading Days or for more than an aggregate of 20 Trading Days in any 12-month period (which need not be consecutive), (any such failure or breach in clauses (i) through (vi) above being referred to as an “Event,” and, for purposes of clauses (i), (iv) or (v), the date on which such Event occurs, or for purposes of clause (ii), the date on which such three (3) Trading Day period is exceeded, or for purposes of clause (iii), the date which such 10 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 consecutive or 20 Trading Day period (as applicable) is exceeded, being referred to as “Event Date”), then in addition to any other rights available to the Holders hereunder or under applicable law: (x) on each such Event Date, the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a dividend penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the shareholders Purchase Agreement for any Registrable Securities held by such Holder on the Event Date (which remedy shall not be exclusive of Precision any other remedies available under this Agreement); and (y) on each monthly anniversary of each such Event Date thereof (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 liquidated damages and not as a penalty, equal to 1.5% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities held by such Holder on the Event Date (which remedy shall not be exclusive of any other remedies available under this Agreement). The parties agree that the Company will not be liable for liquidated damages under this Section 2(c) with respect to any Warrants or Warrant Shares. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 10% 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 liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The 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, except in the case of the first Event Date. In the event that the Company registers some but not all of the Registrable Securities, the 1.5% of liquidated damages referred to above for any monthly period shall be reduced to equal the percentage determined by multiplying 1.5% by a fraction, the numerator of which shall be the number of Registrable Securities for which there is not an effective Registration Statement at such time and the denominator of which shall be the number of Registrable Securities at such time. Notwithstanding anything to the contrary in this Agreement, in no event will the liquidated damages paid to a Holder under Section 2(c) be greater than 12% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. (d) The Purchasers acknowledge that the Commission has recently given enhanced scrutiny to registration statements attempting to register the resale of shares and warrant shares obtained by purchasers in private placements and that such Commission reviews have resulted in registrants being denied the use of Rule 415(a)(1)(i). Accordingly, notwithstanding anything herein to the contrary, (i) in the event the Registration Statement is not declared effective on or prior to the Effectiveness Deadline solely as a result of or in connection with a determination by the Commission that either the Company or the Purchasers are ineligible to rely on Rule 415(a)(1)(i) under the Securities Act with respect to the registration of any of the Registrable Securities for resale by the Purchasers on a continuous or delayed basis, the Company shall thereafter use its commercially reasonable best efforts to find alternative methods to register the Registrable Securities with the Commission for resale; and (ii) in the event the Company, after conducting a pre-filing conference with the Commission, if possible, and after consultation with the Placement Agent, reasonably determines that it is unable to, or it is inadvisable for the Company to attempt to, register all of the Registrable Securities in a single Registration Statement, the Company may elect to fulfill the registration requirements of this Section (2) by registering the Registrable Securities in two or more Registration Statements, provided that the Company shall use its commercially reasonable best efforts to file each subsequent Registration Statement no later than the later of (A) 30 days following the date on which the last of the Registrable Securities registered under the preceding Registration Statement were sold or (B) 90 days following the date on which the preceding Registration Statement was declared effective or, in the case of (A) or (B), such longer period during which the Commission does not permit such filing to be made. The Company and the Holders acknowledge and agree that nothing contained in this Section 2(d) shall effect in any way the Company’s obligation to pay liquidated damages in accordance with Section 2(c) above. (e) The Company shall not, from the date hereof until the date that is 60 days after the effective date Effective Date of the Registration Statement; provided, that such date shall be extended by prepare and file with the amount Commission a registration statement relating to an offering for its own account or the account of time others under the Securities Act of any period during which Precision may of its equity securities other than a registration statement on Form S-8 or, in connection with an acquisition, on Form S-4. (f) 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 more than five (5) Trading Days following the date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in a Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Questionnaire. If a Holder of Registrable Securities returns a Questionnaire after the deadline specified in the previous sentence, the Company shall use its commercially reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration Statement pursuant or any pre-effective or post-effective amendment thereto and to include (to the terms of Section 1.2(eextent not theretofore included) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw in the Registration Statement andthe Registrable Securities identified in such late Questionnaire. Each Holder acknowledges and agrees that the information in the Selling Shareholder Questionnaire will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. (g) In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, upon such withdrawal, Precision the Company shall have no further right to distribute any (i) register the resale of the Registrable Shares pursuant Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement (or any prospectus relating thereto)then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission.

Registration. (a) As promptly soon as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all Final Closing of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is Offering, but not exempt under later than each Filing Date, the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement, for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the appropriate form for Commission upon a review of such Registration Statement) the purpose “Plan of registering Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible after it is filed, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) four years after its Effective Date, (ii) such time as all of the Registrable Shares for distribution Securities covered by Precision such Registration Statement have been publicly sold by the Holders, or (iii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to its shareholders in Rule 144(k) as determined by the manner as set forth in counsel to the Company pursuant to a written opinion letter to such notice effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “EFFECTIVENESS PERIOD”). (b) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale, the Company shall file a registration statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement”)) and shall cause such Registration Statement to be declared effective as soon as possible thereafter. The registration effected Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act as soon as possible and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (c) If a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this Section l.1 is clause (i)(such failure or breach being referred to herein as an “EVENT” and the date on which such Event occurs, being referred to as the “Registration.” Weatherford agrees EVENT DATE”), and/or if the Company fails to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable possible after it is filed, then in addition to any other rights the filing thereof with Holders may have hereunder or under applicable law, the SEC. Weatherford Company shall keep issue to the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all holders of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata Securities, as liquidated damages and not as a dividend penalty, warrants (“ADDITIONAL WARRANTS”). The number of Additional Warrants that shall be issued to a Holder is equivalent to two Additional Warrants for every four Warrants owned by such Holder. The Additional Warrants will have a per share exercise price equal to the shareholders lower of Precision $2.00 per share. The Additional Warrants will be exercisable for three years, and (ii) 60 days after will be in the effective date same form as the warrants issued as part of the Registration Statement; provided, that such date Units in the Offering. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “SELLING HOLDER QUESTIONNAIRE”). The Company shall not be extended by required to include the amount Registrable Securities of time of any period during which Precision may not use the a Holder in a Registration Statement pursuant and shall not be required to issue any Additional Warrants or other damages under Section 2(d) to any Holder who fails to furnish to the terms of Section 1.2(e) below or as Company a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant fully completed Selling Holder Questionnaire at least two Trading Days prior to the Registration Statement Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities for distribution an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder 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 event Registration shall be on another appropriate form available for the sale of the Registrable Securities by Precision to its shareholders the Holders in the manner as set forth in such notice (the “Registration Statement”accordance herewith). The registration effected pursuant Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with the SEC. Weatherford shall thereof, and to use its reasonable best efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-Securities Act from the date on which the Commission declares it effective amendments) until the earlier date on which all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to occur of Rule 144(k) as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company's transfer agent and the Holders subject to such restrictions (the "EFFECTIVENESS PERIOD"). (b) If (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend Registration Statement is not filed on or prior to the shareholders of Precision and Filing Date, or (ii) 60 the Commission fails to declare such Registration Statement effective within (A) thirty (30) days following the Closing; or (B) one hundred (100) days following the Closing under circumstances where the Commission has notified the Company that the Registration Statement is under "review" by the Commission with respect to compliance with the Securities Act (any such failure or breach being referred to as an "EVENT," and for the purposes of clause (A) or clause (B), the date on which such Event occurs being referred to as an "EVENT DATE"), then commencing on such Event Date until each Event is cured by filing (with respect to (i) above) or by a declaration of effectiveness of such Registration Statement or the expiration of the Effectiveness Period (with respect to (ii) above), as applicable, the Company shall pay to Seller the sum of Three Thousand Dollars ($3,000.00) per day, in cash, as liquidated damages (the "LIQUIDATED DAMAGES") and not as a penalty, for up to sixty (60) days from the date of such Event (the "LIQUIDATED DAMAGES PERIOD"), and Seller shall distribute such sum among the Selling Shareholders as the Seller and the Selling Shareholders may separately agree, it being understood by all parties hereto that, with respect to the distribution among the Selling Shareholders, the Company's sole obligation under this Section (b) is to pay the Liquidated Damages amount directly to Seller, and not to distribution among the Selling Shareholders. Payment for any such Liquidated Damages shall be made no later than the first Trading Day of each calendar month immediately following any date such Liquidated Damages are incurred. If the Company fails to pay such Liquidated Damages to Seller pursuant to this Section (b) in full within ten (10) days after the effective date on which such payment is due, the Company will pay interest thereon at the rate of ten percent (10%) per annum to Seller, accruing daily from the dates on which such Liquidated Damages are due until such amounts, including all interest thereon, are paid in full; PROVIDED, HOWEVER, that if the Company does not receive from Seller and each of the Registration Statement; providedHolders the Requested Information (the "REQUEST DATE"), that such date then the applicable Event Date shall be extended by the amount number of time of any period during which Precision may not use days beginning on the Request Date and ending on the day the Company has received all such Requested Information (the "ADJUSTED EVENT DATE"). Not withstanding anything contained in this Agreement to the contrary, if the Registration Statement pursuant has not been filed (with respect to (i) above) or declared effective (with respect to (ii) above) by the terms last day of Section 1.2(e) below the Liquidated Damages Period, then the Company shall continue to pay the Liquidated Damages to Seller as set forth above until the Event is cured by such filing or effectiveness, as a result of a breach by Weatherford of its obligations hereunder. Thereafterapplicable, Weatherford shall in addition to any other rights to which the Seller and Holders may be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (under either this Agreement or any prospectus relating thereto)applicable law.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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, subject to the provisions of Section 2(e)) and Exchange Commission shall contain (except as otherwise directed by at least 85% in interest of the Holders) the “Plan of Distribution” in substantially the form attached hereto as Annex A (which may be modified to respond to comments, if any, provided by the Commission). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness Period”) ). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern 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 appropriate form same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for the purpose effectiveness of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as Company shall, by 9:30 a.m. Eastern Time on the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days Trading Day after the effective date of the such Registration Statement; provided, that file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such date notification of effectiveness or failure to file a final Prospectus as foresaid shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of deemed an Event under Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto2(d).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 or such other appropriate form in accordance herewith, subject to the provisions of Section 2(e) and Exchange Commission shall contain substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Shareholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness 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 appropriate form 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 purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares (applied, in the manner as set forth in case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such ▇▇▇▇▇▇’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 (5) 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 ten (10) calendar 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend Securities, subject to the shareholders cutback limitations set forth in Section 2(c) of Precision and this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 $1,000 per day of such failure. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) Since Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain and effectiveness of and update as required the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the Commission. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent (a) The Company shall use its best efforts to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Commission one or more Registration Statements, covering the resale for an offering to be made on a continuous basis pursuant to Rule 415, (i) of the proportionate number of Shares of all Purchasers equal to 29% of the Company’s then outstanding shares of Common Stock, on or prior to the Filing Date, and (ii) for the maximum permissible number of remaining Shares the Company reasonably determines may be so registered at such time, as soon as practicable from time to time during the Effectiveness Period. Each Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Shares on Form S-3, in which case such registration shall be on Form SB-2, or other applicable form in accordance with the Securities Act) and Exchange shall contain (except if otherwise required pursuant to written comments received from the Commission (upon a review of such Registration Statement) the “SEC”Plan of Distribution” attached hereto as Annex A. (b) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as soon as practicable (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days after the filing thereof with date that the SEC. Weatherford Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be reviewed, or not be subject to further review and the effectiveness of the Registration Statement may be accelerated) and shall use its reasonable best efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) the date after which that all of the Registrable Shares registered thereunder shall have been distributed covered by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement have been sold or may be sold by non-affiliates without volume restrictions pursuant to Rule 144(k) as determined by the terms of Section 1.2(e) below or as counsel to the Company pursuant to a result written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). In the event of a breach by Weatherford of its obligations hereunder. Thereafterstock split, Weatherford shall be entitled stock dividend or similar transaction with respect to withdraw the Shares, such Registration Statement andshall also cover, upon to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such withdrawalindeterminate number of additional shares of Common Stock resulting therefrom. It is agreed and understood that the Company shall, Precision shall have no further right from time to distribute time, be obligated to file an additional Registration Statement to cover any of the Registrable Shares which are not registered for resale pursuant to the a pre-existing Registration Statement (or any prospectus relating thereto)Statement.

Registration. As promptly as possible after Unless otherwise objected to by the date that Precision gives Weatherford notice of Precision’s intent Commission, the Company agrees to distribute all of the Registrable Shares use commercially reasonable efforts to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities Commission a pre-effective amendment to the registration statement filed with the Commission on January 17, 2003, File No. 333-102593, and Exchange Commission under review (the “SEC”"Existing Registration Statement") a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected be made on a continuous basis pursuant to this Section l.1 is referred Rule 415. If the Commission objects to herein as such inclusion, the “Registration.” Weatherford Company agrees to use its commercially reasonable best efforts to prepare and file with the Commission a "Shelf" Registration Statement covering the resale of all Registrable Securities within 5 days of the effective date of the Existing 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 (unless 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). Subject to the terms of this Agreement, the Company agrees to use commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as reasonably practicable after the filing thereof with the SEC. Weatherford thereof, and shall use commercially reasonable efforts to keep the such Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) date which is two years after the date after which that such Registration Statement is declared effective by the Commission or such earlier date when all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by Precision pro rata as a dividend the counsel to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement Company pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafterwritten opinion letter to such effect, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant addressed and acceptable to the Registration Statement Company's transfer agent (or any prospectus relating theretothe "Effectiveness Period").

Registration. As promptly (a) On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum portion of the Registrable Securities as possible after permitted by SEC Guidance (provided that, the date that Precision gives Weatherford notice Company shall use diligent efforts to advocate with the Commission for the registration of Precision’s intent to distribute all of the Registrable Shares Securities in accordance with the SEC Guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for an offering to its shareholders pro rata either as be made on a dividend or continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and shall contain (unless otherwise directed by the Holders of at least 67% 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 distribution that is not exempt Registration Statement filed hereunder to be declared effective under the Securities Act and is not a distribution of exempted securities (within promptly after the meaning of the Securities Act)filing thereof, and but in any event prior to the date that is thirty 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: (30i) business days following have been sold, thereunder or pursuant to Rule 144; or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the date of any such notice, Weatherford shall prepare and file requirement for the Company to be in compliance with the Securities current public information requirement under Rule 144; or (II) the Company is in compliance with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and Exchange Commission acceptable to the Transfer Agent and the affected Holder (the “SECEffectiveness 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 appropriate form 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 purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(b). If at any time the Securities Act SEC takes the position that the offering of some or all of the Registrable Shares for distribution Securities in a Registration Statement are not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the 1933 Act or requires any Holder to be named as an “underwriter”, the Company shall use commercially reasonable efforts to persuade the SEC that the offering contemplated by Precision the Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Holders is an “underwriter”. The Holders shall have the right to participate or have their counsel participate in any meetings or discussions with the SEC regarding the SEC’s position unless restricted or prohibited by the SEC and to comment or have their counsel comment on any written submission made to the SEC with respect thereto. No such written submission shall be made to the SEC to which the Holders’ counsel reasonably objects. In the event that, despite the Company’s commercially reasonable efforts and compliance with the terms of this Section 2(a), the SEC refuses to alter its shareholders in position, the manner as set forth in Company shall: (i) remove from the Registration Statement such notice portion of the Registrable Securities (the “Registration StatementCut Back Shares”); and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that the Company shall not agree to name any Holder as an “underwriter” in such Registration Statement without the prior written consent of such Holder. The registration effected Any cut-back imposed on the Holders pursuant to this Section l.1 is referred 2(a) shall be allocated among the Holder on a pro rata basis, unless the SEC Restrictions otherwise require or provide or the Holders otherwise agree. No liquidated damages shall accrue as to herein any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “RegistrationRestriction Termination Date”) of such Cut Back Shares. From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however, that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be 60 days after such Restriction Termination Date, and (ii) the date by which the Company is required to obtain effectiveness with respect to such Cut Back Shares under Section 2(c) shall be the 120th day immediately after the Restriction Termination Date. (b) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement without affording the Holder 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” Weatherford agrees or will not be subject to use its reasonable best efforts further review, provided that updated financial statements contained in the Registration Statement are not required pursuant to cause Regulation S-K and/or Regulation S-X; 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 45 calendar days (the “Comment Response Period”) 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 effective; or (iv) as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the to a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Initial Shares registered thereunder shall have been distributed is not declared effective by Precision pro rata the Commission by the Effectiveness Date of the Initial Registration Statement; (v) as to a dividend to Registration Statement covering any Cut Back Shares is not declared effective within 120 days after the shareholders of Precision and Restriction Termination Date; or (iivi) 60 days after the effective date of the 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 Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than twenty (20) consecutive calendar days or more than an aggregate of thirty (30) calendar days (which need not be consecutive calendar days) during any 12-month period; providedor (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event”, that and for purposes of clauses (i), (iv), (v) and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such thirty (30) calendar day period is exceeded, and for purpose of clause (vi) the date on which such twenty (20) or thirty (30) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holder may have hereunder or under applicable law, (A) the Company shall be extended liable to the Holder an amount , as partial liquidated damages and not as a penalty, equal to 0.5% of the Subscription Amount (as defined in the Purchase Agreement) paid by the Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by the Holder and (B) for 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 be liable to the Holder an amount , as partial liquidated damages and not as a penalty, equal to 1.0% of time the Subscription Amount paid by the Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities then held by the Holder. The parties agree that (1) the Company shall not be liable for liquidated damages under this Agreement with respect to any Cutback Shares; and (2) the maximum aggregate liquidated damages payable to the Holder under this Agreement shall be 6.0% of any period during which Precision may not use the Registration Statement Subscription Amount paid by the Holder pursuant to the Purchase Agreement. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event. Thereafter, Weatherford All such liquidated damages which may be payable hereunder shall be entitled added to withdraw the Principal Amount of the Note issued by the Company to the Purchaser and be due and payable upon the Maturity Date of the Note. For purposes hereof, the foregoing liquidated damages shall be referred to as “Registration Related Damages,” unless the Note shall have been prepaid in full prior to the Maturity Date in which case the Registration Statement and, upon such withdrawal, Precision Related Damages shall have be payable in cash. In no further right to distribute event shall Registration Related Damages be incurred for more than one Event at any of the Registrable Shares pursuant to the Registration Statement time or more frequently than one (or 1) time during any prospectus relating thereto)thirty (30) consecutive calendar day period.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities that are not then registered on an effective Registration Statement for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1. Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by email 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. Eastern Time on the Trading Day after the effective date of such Registration Statement, if required, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and (iii) third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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) 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 fifteen (15) 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iii) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder Securities is not declared effective by the Commission by the Effectiveness Date (any such failure or breach being referred to as an “Event”), 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 distributed cured by Precision pro rata such date) until the applicable Event is cured, the Company shall issue to each Holder an amount in shares of the Company’s common stock, as partial liquidated damages and not as a dividend penalty, equal to the shareholders product of Precision and 2% multiplied by the number of Shares purchased by the Holder pursuant to the Subscription Agreement (ii) 60 days after for avoidance of confusion, the effective date Warrant Shares shall not be taken into account for calculation of liquidated damages under this Section 2(d)). The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the Registration Statement; provided, that aggregate Shares purchased by such date shall be extended by Holder pursuant to the amount of time of any period during which Precision may not use the Registration Statement Subscription Agreement. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or any prospectus relating thereto)affiliate of a Holder as an “Underwriter” without the prior written consent of such Holder.

Registration. As promptly as possible after (a) Prior to the six-month anniversary of the date that Precision gives Weatherford notice of Precision’s intent to distribute all of hereof (the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act“Filing Date”), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) SEC a Registration Statement on the appropriate form providing for the purpose of registering under the Securities Act all direct primary sales for cash by Stockholder of the Registrable Shares Securities not already covered by an existing and effective Registration Statement for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected be made on a continuous basis pursuant to this Section l.1 is referred to herein as Rule 415. Thereafter, the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable or otherwise to become effective under the Securities Act within 365 days after the filing thereof with date hereof (the SEC. Weatherford “Effectiveness Date”), and subject to the other provisions of this Article III, shall use its commercially reasonable efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier shares of Company Common Stock subject to occur this Article III cease to be Registrable Securities (the “Effectiveness Period”). The Company agrees to supplement or make amendments to the Registration Statement as may be necessary to keep such Registration Statement effective during the Effectiveness Period, including (A) to respond to the comments of the SEC, if any, (B) as may be required by the registration form utilized by the Company for such Registration Statement or by the instructions applicable to such registration form, (C) as may be required by the Securities Act or (D) as may be reasonably requested in writing by Stockholder or any Underwriter regarding information about Stockholder or any Underwriter to be included in a prospectus. (b) If (i) the Registration Statement is not filed on or prior to the Filing Date, (ii) a Registration Statement is not declared effective by the SEC or does not otherwise become effective on or prior to its required Effectiveness Date, or (iii) after its Effectiveness Date, such Registration Statement ceases for any reason to be effective and available to Stockholder as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Effectiveness Period (in each case, except as specifically permitted herein) (any such failure or breach being referred to as a “Registration Default,” and for purposes of clauses (i) or (ii) the date on which such Registration Default occurs, and for purposes of clause (iii) the date on which the Registration Statement ceases to be effective and available, being referred to as the “Registration Default Date” and each period from and including the Registration Default Date during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, during the Registration Default Period, in addition to any other rights available to Stockholder, the Company shall pay to Stockholder (“Liquidated Damages”) in an amount in cash equal to the product of (x) 1.00% per annum and (y) the difference between (1) the sum of (A) $115,000,000 and (B) the Liquidation Preference (as defined in the Convertible Preferred Articles Supplementary) attributable to any Convertible Preferred Stock issued to Stockholder pursuant to the Convertible Preferred Articles Supplementary after which the date hereof and (2) the Liquidation Preference attributable to Registrable Securities (determined based on the amount attributable to them prior to their becoming Registrable Securities) Transferred prior to the beginning of the applicable Registration Default Period to a Third Party that does not receive registration rights pursuant to Section 3.14. Liquidated Damages shall accrue from the applicable Registration Default Date until all Registration Defaults have been cured, and shall be payable quarterly in arrears on each March 15, June 15, September 15 and December 15 following the applicable Registration Default Date to the record holder of the applicable security on the date that is 15 days prior to such payment date, until paid in full. Following the cure of any Registration Default, Liquidated Damages will cease to accrue with respect to such Registration Default. Liquidated Damages payable in respect of any Registration Default Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Liquidated Damages shall be payable only with respect to a single Registration Default at any given time, notwithstanding the fact that multiple Registration Defaults may have occurred and be continuing. (c) At any time and from time to time on or after the Effective Date, upon the written request (a “Demand Notice”) of Stockholder requesting that the Company effect an Underwritten Offering of Registrable Securities of Stockholder (a “Demand Offering”), the Company shall use its commercially reasonable efforts to effect, as expeditiously as possible, an Underwritten Offering of the Registrable Shares registered thereunder Securities which the Company has been so requested to register; provided, however, that (A) (x) with respect to any Registrable Securities (other than Existing Registrable Securities), the Company shall have been distributed by Precision pro rata as a dividend be obligated to effect any such Underwritten Offering pursuant to this Section 3.01: (1) no more than two times in any 12-month period and (2) no more than five times in the aggregate and (y) with respect to the shareholders Existing Registrable Securities, the Company shall be obligated to effect any such Underwritten Offering pursuant to this Section 3.01 (1) no more than two times in any 12-month period and (2) since December 3, 2007, no more than three times in the aggregate and (B) in each case, the Registrable Securities for which a Demand Offering has been requested will have a value (based on the average closing price per share of Precision Company Common Stock for the ten Trading Days preceding the delivery of such Demand Notice) of not less than $20,000,000 or such lesser remaining amount of Registrable Securities held by Stockholder. Each such Demand Notice will specify the number of Registrable Securities proposed to be offered for sale and will also specify the intended method of distribution thereof. Notwithstanding anything to the contrary herein, the Company shall not be required to make any Registration Statement available for, or permit the use of any such Registration Statement for the registration of all or any portion of a Hedging Transaction. (d) In the event an offering of Registrable Securities under this Section 3.01 involves one or more Underwriters, Stockholder will select the lead Underwriter and any additional Underwriters in connection with the offering from the list of investment banks set forth on Schedule I. The list of investment banks on Schedule I may be amended from time to time by Stockholder with the consent of the Company (such consent not to be unreasonably withheld or delayed). (e) Notwithstanding the foregoing provisions of this Section 3.01, Stockholder may not request a Demand Offering during a period commencing upon the filing (or earlier, but not more than 30 days prior to such filing upon notice by the Company to Stockholder that it so intends to file) of a Registration Statement for Company Common Stock by the Company (for its own account or for any other security holder) and ending (i) 90 days after such Registration Statement is declared effective by the SEC (or becomes automatically effective), (ii) 60 upon the withdrawal of such Registration Statement or (iii) 30 days after such notice if no such Registration Statement has been filed within such 30-day period, whichever occurs first; provided that the effective date foregoing limitation will not apply if Stockholder was not given reasonable opportunity, in violation of the Registration Statement; providedSection 3.02, that such date shall be extended by the amount of time of any period during which Precision may not use to include its Registrable Securities in the Registration Statement described in this Section 3.01(e). (f) Stockholder will be permitted to rescind a Demand Offering or request the removal of any Registrable Securities held by it from any Demand Offering at any time (so long as, in the case of a Demand Offering, after such removal it would still constitute a Demand Offering, including with respect to the required Fair Market Value thereof); provided that, if Stockholder rescinds a Demand Offering, such Demand Offering will nonetheless count as a Demand Offering for purposes of determining when future Demand Offerings can be requested by Stockholder pursuant to this Section 3.01, unless Stockholder reimburses the terms Company for all expenses (including reasonable fees and disbursements of Section 1.2(ecounsel) below or as a result of a breach incurred by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon Company in connection with such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Demand Offering.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent (a) SkyTerra shall use its reasonable best efforts to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) no later than 45 days from the date hereof (the “Filing Date”), a registration statement covering the resale of the Registrable Securities held by Holders for offerings to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the “Shelf Registration Statement on the appropriate form Statement”) for the purpose of registering such Registrable Securities under the Securities Act for resale by Holders. SkyTerra will cause the Shelf Registration Statement to comply with the applicable provisions of the Securities Act and the rules and regulations thereunder, and set forth a plan of distribution that is reasonably acceptable to the Holders (including the ability to enter into hedging transactions but such plan of distribution does not need to include an underwritten offering). SkyTerra shall use its best efforts to have the Shelf Registration Statement declared effective by the SEC under the Securities Act, as soon as reasonably possible following the filing of the Shelf Registration Statement. (b) Upon written notice to the Holders, SkyTerra may postpone filing or effecting the Shelf Registration Statement for a reasonable period of time, but not exceeding seventy-five (75) days from the receipt of such notice, if (i) SkyTerra’s Board of Directors (the “Board”) shall determine that effecting the registration would adversely affect an offering of securities of SkyTerra the preparation of which had then been commenced, or (ii) SkyTerra is in possession of material non-public information the disclosure of which would not be in the best interest of SkyTerra. In order to defer the filing of a Shelf Registration Statement pursuant to this Section 1.1(b), SkyTerra shall promptly (but in any event within ten days), upon determining to seek such deferral, deliver to each Holder a certificate signed by an executive officer of SkyTerra stating that SkyTerra is deferring such filing pursuant to this Section 1.1(b). A deferral of the filing of the Shelf Registration Statement pursuant to this Section 1.1(b) shall be lifted, and the Shelf Registration Statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the offering of securities of SkyTerra is abandoned, or in the case of a deferral pursuant to clause (ii) of the preceding sentence, the material non-public information has been disclosed. If SkyTerra postpones the filing of the Shelf Registration Statement, it will promptly notify the Holders in writing when the events or circumstances permitting such postponement have ended and will file the Shelf Registration Statement within ten (10) Business Days after the events or circumstances permitting such postponement have ended, unless financial statements required for such Shelf Registration Statement are not then available, then as soon as reasonably practicable thereafter. (c) Nothing herein shall prevent SkyTerra from including any SkyTerra securities held by holders other than the Holders in any Shelf Registration Statement, including any “Registrable Shares” under the Registration Rights Agreement among SkyTerra, Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, LP, Harbinger Co-Investment Fund, L.P. and Harbinger Capital Partners Fund I, L.P. entered into on July 24, 2008, provided that, if the Holders have delivered all information reasonably requested by SkyTerra pursuant to Section 1.3(b), all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth Securities hereunder are included in such notice (the “Shelf Registration Statement”). The Holders hereby consent to the inclusion of SkyTerra securities held by holders other than the Holders in any Shelf Registration Statement, including securities as to which any piggyback registration effected rights are attributable, provided that, if the Holder has delivered all information reasonably requested by the Company pursuant to this Section l.1 is referred to herein as 1.3(b), all of the “RegistrationRegistrable Securities hereunder are included in such Shelf Registration Statement.” Weatherford agrees to (d) SkyTerra shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Shelf Registration Statement effective under the Securities Act (including through the filing of any required post-effective amendments) until the earlier earliest to occur of such time as (i) the date after which Holders have sold all of the Registrable Shares Securities registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and thereunder; (ii) 60 days after the effective date Registrable Securities may be sold without any limitation or requirement pursuant to Rule 144 under the Securities Act; (iii) the Registrable Securities have been sold pursuant to Rule 144 under the Securities Act; or (iv) there are no Registrable Securities outstanding. (e) SkyTerra represents and warrants that it currently meets the registrant eligibility and transaction requirements for the use of Form S-3 for the registration of the sale of the Exchanged Shares by the Holders. SkyTerra agrees to use its reasonable best efforts to cause SkyTerra to be eligible to use Form S-3 (or any similar form) for the registration of securities. (f) In the event that the SEC requires SkyTerra, or counsel for SkyTerra in good faith advises that the SEC would require SkyTerra to reduce the number of Registrable Securities to be included in a Shelf Registration Statement in order to allow SkyTerra to rely on Rule 415 under the Securities Act and have such sales be treated as secondary sales with respect to such Shelf Registration Statement; provided, that such date then SkyTerra shall be extended by the amount of time of any period during which Precision may not use the obligated to include in such Shelf Registration Statement pursuant to the terms of Section 1.2(e) below or as (which may be a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled subsequent Registration Statement if SkyTerra needs to withdraw the initial Registration Statement and, upon and re-file a new Registration Statement in order to rely on Rule 415 under the Securities Act and have such withdrawal, Precision shall have no further right to distribute any sales be treated as secondary sales) only such limited portion of the Registrable Shares pursuant Securities as the SEC shall permit, allocated pro rata among the Investors and other holders of SkyTerra securities entitled to be included therein based on the percentage of such securities owned by them and requested to be included therein. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “Cut Back Securities.” To the extent Cut Back Securities exist, as soon as may be permitted by the SEC, SkyTerra shall be required to file a Shelf Registration Statement (or any prospectus relating thereto)covering the resale of the Cut Back Securities and shall use best efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter.

Registration. As promptly (i) The Company shall use its best commercial efforts to file, by April 15, 2000, and shall use its best commercial efforts to cause to become effective as possible after soon as practicable, a registration statement on Form S-3, or if Form S-3 is not then available, another appropriate form, covering all the date Registrable Stock (the "Initial Registration"). In the event such registration is not so declared effective or does not include all Registrable Stock, a holder of Registrable Stock shall have the right to require by notice in writing that Precision gives Weatherford notice the Company register all or any part of Precision’s intent the Registrable Stock held by such holder (a Demand Registration") and the Company shall thereupon effect such registration in accordance herewith (which may include adding such shares to distribute an existing shelf registration). The parties agree that if the holder of Registrable Stock demands registration of less than all of the Registrable Shares Stock, the Company, at its option, may nevertheless file a registration statement covering all of the Registrable Stock. If such registration statement is declared effective with respect to all Registrable Stock and the Company is in compliance with its shareholders pro rata either as a dividend or obligations under Subsection (c) hereof, the demand registration rights granted pursuant to a distribution that this Subsection (b) shall cease. If such registration statement is not exempt declared effective with respect to all Registrable Stock the demand registration rights described herein shall remain in effect until all Registrable Stock have been registered under the Securities Act and is not a distribution Act. The Company shall provide holders of exempted securities (within the meaning of the Securities Act), and in Registrable Stock reasonable opportunity to review any event such registration statement or amendment or supplement thereto prior to the date that filing thereof, but in no event shall such period exceed seven (7) days. If the Registrable Stock is thirty registered initially on a form other than Form S-3, the Company shall register the Registrable Stock on Form S-3 as soon as use of such form is permissible. (30ii) business days following The Company shall not be obligated to effect Demand Registration under Subsection (b)(i) if all of the date Registrable Stock held by the holder of Registrable Stock which are demanded to be covered by the Demand Registration are, at the time of such demand, included in an effective registration statement and the Company is in compliance with its obligations under Subsection (c) hereof. (iii) The Company may suspend the effectiveness of any such noticeregistration effected pursuant to this Subsection (b) in the event, Weatherford shall prepare and file with for such period of time as, such a suspension is required by the rules and regulations of the Securities and Exchange Commission (the “"SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”'). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company will use its reasonable best efforts to cause such suspension to terminate at the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)earliest possible date.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities that are not then registered on an effective Registration Statement for distribution by Precision an offering to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1. Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by email 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. Eastern Time on the Trading Day after the effective date of such Registration Statement, if required, file a final Prospectus with the Commission as required by Rule 424. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; ABIO REGISTRATION RIGHTS AGREEMENT ii. second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and iii. third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such Holders). In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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) 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 fifteen (15) 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iii) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder Securities is not declared effective by the Commission by the Effectiveness Date (any such failure or breach being referred to as an “Event”), 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 distributed cured by Precision pro rata such date) until the applicable Event is cured, the Company shall issue to each Holder an amount in shares of the Company’s common stock, as partial liquidated damages and not as a dividend penalty, equal to the shareholders product of Precision and 2% multiplied by the number of Shares purchased by the Holder pursuant to the Subscription Agreement (ii) 60 days after for avoidance of confusion, the effective date Warrant Shares shall not be taken into account for calculation of liquidated damages under this Section 2(d)). The parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 12% of the Registration Statement; provided, that aggregate Shares purchased by such date shall be extended by Holder pursuant to the amount of time of any period during which Precision may not use the Registration Statement Subscription Agreement. The partial liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement cure of an Event. (e) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or any prospectus relating thereto).affiliate of a Holder as an “Underwriter” without the prior written consent of such Holder. ABIO REGISTRATION RIGHTS AGREEMENT

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 (or any successor or similar provision adopted by the Commission then in effect). Each Registration Statement filed hereunder shall be on Form S-1 or such other appropriate form of registration statement as is then available to effect a registration of Registrable Securities, subject to the provisions of Section 2(e), and Exchange Commission shall contain a prospectus in such form as to permit the Holders to sell such Registrable Securities pursuant to Rule 415 under the 1933 Act (or any successor or similar provision adopted by the SEC then in effect) beginning on the effective date for such Registration Statement. Each Registration Statement shall contain substantially the “Plan of Distribution” and “Selling Shareholder” sections attached hereto as Annex A and Annex B, respectively; provided, however, that no Holder shall be required to be named as an “underwriter” without such H▇▇▇▇▇’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness 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 appropriate 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 one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). When effective, a Registration Statement filed pursuant to this Section 2(a) (including the documents incorporated therein by reference) will comply as to form for the purpose in all material respects with all applicable requirements of registering under the Securities Act and the Exchange Act and will not 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 the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading. (b) Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation Question 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (ii) Second, the Company shall reduce Registrable Securities represented by Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Strategic Advisor Warrants and the Strategic Advisor Warrant Shares (applied, in the manner as set forth in case that some Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Strategic Advisor Warrants and/or Strategic Advisor Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Strategic Advisor Warrants and/or Strategic Advisor Warrant Shares held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such H▇▇▇▇▇’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 (5) 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 ten (10) calendar 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend Securities, subject to the shareholders cutback limitations set forth in Section 2(c) of Precision and this Agreement, is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 $1,000 per day of such failure. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) Since Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain and the effectiveness of and update as required the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the Commission. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or any prospectus relating thereto)affiliate of a Holder as an Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all of the Registrable Shares Securities for distribution an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder 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 the Registration Statement shall be on another appropriate form in accordance herewith), any may include securities for the Company’s own account and/or the account of other holders of the Company’s securities. The Registration Statement required hereunder shall contain (except if otherwise directed by Precision to its shareholders in the manner as set forth in such notice (Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement”)Statement to become effective and remain effective as provided herein. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof with thereof, but in any event not later than the SEC. Weatherford Effectiveness Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (including through a) twenty-four months after the filing Effectiveness Date of the Registration Statement or (b) may be sold without volume restrictions pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP as special counsel for the Holders for purposes of such review only, the opportunity to review and comment on the same as required postby Section 3(a), the Company shall not be deemed to have satisfied this clause (i)); or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under 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 a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) prior to the date when such Registration Statement is first declared effective by the Commission, the Company fails to file a pre-effective amendmentsamendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective, or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date, or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases twenty Trading Days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an “Event,” and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five Trading Day period is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (v) the date on which such twenty Trading Day period 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 monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the earlier applicable Event is cured, the Company shall pay to occur of (i) the date after which all each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 2% of the Registrable Shares registered thereunder shall have been distributed aggregate purchase price paid by Precision pro rata as a dividend such Holder pursuant to the shareholders of Precision and (ii) 60 Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the effective 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 Registration Statement; providedHolder, that accruing daily from the date such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms of Section 1.2(e) below or as hereof shall apply on a result pro-rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunder. Thereafteran Event. (c) If during the Effectiveness Period, Weatherford the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then the Company shall be entitled file as soon as reasonably practicable but in any case prior to withdraw the 30th day following the date such number is exceeded, an additional Registration Statement and, upon covering the resale of by the Holders of not less than all of such withdrawal, Precision Registrable Securities and the Company shall have no further right use commercially reasonable efforts to distribute any of the Registrable Shares pursuant to the cause such Registration Statement (or any prospectus relating thereto)to be declared effective as soon as reasonably practicable thereafter.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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, subject to the provisions of Section 2(e)) and Exchange Commission shall contain (unless otherwise directed by at least 85% in interest of the Holders) 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 filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than 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 (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness Period”) ). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern 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 appropriate form 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. Eastern Time on the purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement or subsequent Registration Statement as required by Precision the Commission (or its rules or guidance), covering the maximum number of Registrable Securities permitted to be registered by the Commission (or its rules or guidance), on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; b. Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the manner as set forth case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such Holder’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 (5) 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 ten (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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities (or such lesser amount as is permitted by Precision pro rata as a dividend to the shareholders Commission) is not declared effective by the Commission by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the 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 ten (10) consecutive Trading Days or more than an aggregate of fifteen (15) Trading Days (which need not be consecutive Trading Days) during any 12-month period, or (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 as to the applicable Registrable Securities, (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i), (iv), and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) business day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) 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 the product of (1) the product of (A) 2.0% multiplied by (B) the quotient of (I) the number of such Holder’s Registrable Securities that are not then covered by a Registration Statement that is then effective and available for use by such Holder divided by (II) the total number of such Holder’s Registrable Securities multiplied by (2) the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement; provided, however, that, in the event that none of such date Holder’s Registrable Securities are then covered by a Registration Statement that is effective and available for use by such Holder, the quotient of (I) divided by (II) in clause (1)(B) herein shall be extended deemed to equal 1. 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 Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant to Securities has been declared effective by the Registration Statement (or any prospectus relating thereto)Commission.

Registration. As promptly as possible after (a) On or prior to the date that Precision gives Weatherford notice of Precision’s intent to distribute all of (the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution “Filing Date”) that is not exempt under no later than sixty (60) calendar days following the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)Closing Date, and in any event prior to the date that is thirty (30) business days following filing of a Registration Statement with the date SEC for the holders of any such noticeother shares of the Company’s capital stock (each, Weatherford an “Other Registration Statement”), the Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) SEC a Registration Statement covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The initial Registration Statement to be filed under this Section shall be filed to include all of the appropriate form for Registrable Securities. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the purpose SEC upon a review of registering such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit C. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than 180 calendar days following the Closing Date, and in any event, at least 20 Trading Days prior to the effectiveness of any Other Registration Statement (the “Effectiveness Date”), and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earliest of (i) such time as all of the Registrable Shares for distribution Securities covered by Precision such Registration Statement have been publicly sold by the Holders, or (ii) such time as all of the Registrable Securities covered by such Registration Statement may be sold by the Holders in a single transaction by each Holder pursuant to its shareholders in Rule 144(b) as determined by the manner as set forth in counsel to the Company pursuant to a written opinion letter to such notice effect, addressed and acceptable to the Company’s Transfer Agent (the “Registration StatementEffectiveness Period”). The registration effected By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to this such Registration Statement (if such filing is required under such Rule). (b) If all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section l.1 is referred 9.1(a) cannot be so included because the SEC staff informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 or other reason, be registered for resale as a secondary offering on a single registration statement, the Company agrees to herein promptly (i) inform each of the holders thereof, (ii) use its reasonable best efforts to file amendments to the initial Registration Statement as required by the “Registration.” Weatherford agrees SEC staff and/or (iii) withdraw the initial Registration Statement and file a new registration statement, in either case covering the maximum number of Registrable Securities permitted to be registered by the SEC staff, on Form S-1; provided, however, that prior to filing such amendment or new registration statement, the Company shall be obligated to use its reasonable best efforts to cause advocate with the then prevailing SEC guidance, including without limitation, the Manual of Publicly Available Telephone Interpretations D.29. In the event the Company amends the initial Registration Statement or files a new registration statement, as the case may be, under clauses (ii) or (iii) above, then the Company shall prepare and file such number of additional Registration Statements as may be necessary in order to ensure that all Registrable Securities are covered by an existing and effective Registration Statement. Accordingly, if for example, an additional Registration Statement is filed under this Section 9.1(b) to register shares taken off a Registration Statement filed under Section 9.1(a) due to SEC staff comments and SEC staff comments again require shares to be removed for such newly filed Registration Statement under this Section 9.1(b), then the Company will prepare and file additional Registration Statements until such time as all such removed shares are covered by effective Registration Statements. Any Registration Statements to be filed under this Section 9.1(b) shall be for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the SEC staff upon a review of such Registration Statement) the “Plan of Distribution” in substantially similar form attached hereto as Exhibit C. The Company shall cause such Registration Statement(s) to be declared effective under the Securities Act as soon as practicable after possible but, in any event, by its Effectiveness Date, and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the filing thereof Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the SEC. Weatherford shall keep SEC in accordance with Rule 424 under the Registration Statement effective (including through Securities Act the filing of any required post-effective amendments) until the earlier final prospectus to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement used in connection with sales pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating theretoif such filing is required under such Rule).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and 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 for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the purpose Commission upon a review of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). ) the "Plan of Distribution" attached hereto as Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable after possible but, in any event, no later than the filing thereof with the SEC. Weatherford Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act (including through the filing of any required post-effective amendmentssubject to Section 6(d) hereof) until the earlier to occur of (i) the date after that all Registrable Securities covered by such Registration Statement have been publicly sold, or (ii) the later of (A) the second anniversary that a Warrant is exercised or (B) the date on which all Registrable Securities covered by the Registration Statement may be sold without volume restrictions pursuant to Rule 144(k) and, if requested by an affected Holder or the Company's transfer agent, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and such affected Holders (the "Effectiveness Period"). (b) If for any reason the Commission does not permit all of the Shares and all Warrant Shares to be included in the Registration Statement filed pursuant to Section 2(a), or for any other reason any Registrable Shares registered thereunder Securities are not permitted by the Commission to be included in a Registration Statement filed under this Agreement, then the Company shall have been distributed use its reasonable best efforts to prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by Precision pro rata the 30th day following such date, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, 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 for such purpose). Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as a dividend Annex A. The Company shall use its reasonable best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the 90th day following the date on which the Company becomes aware that such Registration Statement is required under this Agreement (each such 90th day, the "Effectiveness Date" for such Registration Statement), and shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 6(d) hereof. (c) Notwithstanding anything contained herein to the shareholders contrary, including Sections 3(c) and 6(d) (and without regard to the efforts of Precision the Company to avoid such occurrence), if: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) 60 a Registration Statement is not declared effective by the Commission on or prior to the required Effectiveness Date, or (iii) after the Effective Date, such Registration Statement ceases to be effective and available to the Holders as to all Registrable Securities to which it is required to cover (1) for an aggregate of 20 Trading Days (which need not be consecutive Trading Days) during the two years following the Effective Date, and (2) for 20 Trading Days in each year thereafter through the expiration of the Effectiveness Period (it being understood that any unused allocation during any one year may not be carried forward to subsequent years) (any such failure or breach being referred to as an "Event," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which an applicable 20 Trading Day-period(s) is exceeded, being referred to as "Event Date"), then, in addition to any other rights available to the Holders: (x) on each such Event Date the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to .000333333% of the product of (1) the number of Shares then held by such Holder plus the number of Warrant Shares issuable under the Warrants then held by such Holder and (2) the closing sales price of the common Stock on the Event Date (except that, Shares that maybe resold by the Holder pursuant to Rule 144(k), as evidenced by a legal opinion provided by Company counsel and paid for by the Company that is acceptable to the transfer agent for the Company to reissue all of such Holder's Shares without any restrictive or other legends, shall be excluded for these purposes) for each day until the applicable Event is cured upon the occurrence of such filing in the case of clause (i) and upon the effectiveness of the Registration Statement in the case of clause (ii) and (iii); provided, however, that the Company shall not in any event be required to pay such liquidated damages for more than one Event or Event Date at any given time and the aggregate amount of such liquidated damages shall not exceed 1.0% of the aggregate unsold portion of the Investment Amount with respect to any calendar month, which shall be deemed to have 30 days for purposes of this Section 2(c). If the Company fails to pay any liquidated damages pursuant to this Section in full within seven days after the effective date payable, the Company will pay interest thereon at a rate of the Registration Statement; provided, 9% per annum (or such lesser maximum amount that such date shall is permitted to be extended paid by the amount of time of any period during which Precision may not use the Registration Statement pursuant applicable law) to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. ThereafterHolder, Weatherford shall be entitled to withdraw accruing daily from the Registration Statement anddate such liquidated damages are due until such amounts, upon plus all such withdrawalinterest thereon, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)are paid in full.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form for in accordance herewith) and shall contain (except if otherwise agreed by the purpose Holders) the "Plan of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner Distribution" attached hereto as set forth in such notice (the “Registration Statement”). Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its reasonable best efforts to Company shall cause the Registration Statement to be declared effective under the Securities Act as soon as practicable after possible but, in any event, no later than the filing thereof with the SEC. Weatherford Effectiveness Date, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the Holders (including through the filing "Effectiveness Period"). The Company shall not be obligated to enter into any underwriting agreement for the sale of any required post-effective amendmentsof the Registrable Securities. The Company shall notify the Holders via facsimile of the effectiveness of a Registration Statement no later than the Trading Day immediately following the date on which the Company telephonically confirms effectiveness with the Commission. The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a form of prospectus pursuant to Rule 424 with the Commission. (b) until the earlier to occur of If: (i) the date Registration Statement is not filed on or prior to the Filing Date, or (ii) after which the Effective Date, the Registration Statement ceases to be effective and available to the Holders thereunder as to all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as Securities (whether upon the delivery of a dividend notice pursuant to Section 6(d) or otherwise) at any time prior to the shareholders expiration of Precision its Effectiveness Period without becoming available to the Holders thereunder as to all of the Registrable Securities within twenty (20) Trading Days pursuant to the deliver of an Advice, or (iii) the exercise rights of the Holders pursuant to the Warrants are suspended for any reason, or (iv) the Registration Statement shall not be declared effective by the Commission on or prior to the Effectiveness Date (any such failure or breach being referred to as an "Event," and for purposes of clause (i), (iii) or (iv) the date on which such Event occurs, or for purposes of clause (ii) 60 days after the effective date which such twenty day period is exceeded, being referred to as "Event Date"), then the Company shall pay to each Holder as liquidated damages and not as a penalty an amount in cash or shares of Common Stock, at the Registration Statement; providedCompany's option, that equal to the product obtained by multiplying (x) the aggregate purchase price paid by such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement Holder pursuant to the terms Purchase Agreement and (y) such Holder's Calculation Ratio, multiplied by .0003, for each day beginning with the Event Date and ending on the day immediately prior to the date such Event is cured. If multiple Events exist on a given day, liquidated damages shall be payable with respect to only one Event on such day, but shall continue to accrue until the date on which all then existing Events are cured. The Company shall make payment of Section 1.2(eliquidated damages no later than the first Trading Day of the calendar month next succeeding the month in which such damages accrue. The value of any shares of Common Stock issued as liquidated damages shall be equal to the volume weighted average price of shares of Common Stock for the five (5) below or Trading Days prior to the date immediately prior to the date of issuance as reported by Bloomberg, L.P. (c) Notwithstanding anything herein to the contrary, the Company shall prepare and file a supplement to the Prospectus (if required and permitted for such purpose under the Securities Act) within seven (7) Trading Days following the written request of the holder of a New Warrant for the purpose of listing such holder as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw selling stockholder in the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Prospectus.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following applicable Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the appropriate form for the purpose Commission upon a review of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (Registration Statement) the “Registration Statement”). Plan of Distribution” attached hereto as Exhibit A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the such Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof with the SEC. Weatherford possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur date which is the earliest of (i) the date two years after which its Effective Date, (ii) such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata the Holders pursuant to such Registration Statement, or (iii) such time as a dividend all of the Registrable Securities covered by such Registration Statement may be sold by the Holders without volume or manner of sale limitations pursuant to Rule 144 as determined by the counsel to the shareholders Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s Transfer Agent and the affected Holders (the “Effectiveness Period”). By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of Precision and (ii) 60 days after the effective date of the such Registration Statement; provided, that the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant (whether or not such filing is technically required under such Rule). (b) Promptly following any date on which the Company becomes eligible to use a registration statement on Form S-3 to register Registrable Securities for resale, the terms Company shall notify the Holder of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunderRegistrable Securities thereof. Thereafter, Weatherford shall be entitled for so long as the Company remains eligible to withdraw use a registration statement on Form S-3 to register Registrable Securities for resale, the Registration Statement andCompany shall, promptly upon such withdrawal, Precision shall have no further right to distribute any the request of the Holders of a majority of the Registrable Shares Securities, prepare a Registration Statement on Form S-3 covering all such Registrable Securities (or a post-effective amendment on Form S-3 to the then effective Registration Statement) and shall cause such Registration Statement to be filed by the Filing Date for such Registration Statement and declared effective under the Securities Act as soon as possible thereafter, but in any event prior to the Effectiveness Date therefor. Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” attached hereto as Exhibit A. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business Day immediately following the Effective Date of such Registration Statement, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (whether or any prospectus relating theretonot such filing is technically required under such Rule). (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Exhibit B (a “Selling Holder Questionnaire”). The Company shall not be required to include in a Registration Statement the Registrable Securities of a Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 4(a)).

Registration. As promptly as possible after Employer shall grant the date that Precision gives Weatherford notice shares of Precision’s intent Class B Common Stock under the LTIP if it is able to distribute all do so under the terms of the Registrable Shares plan and applicable law. If (a) Employer is a Publicly Traded Company at the time that the shares of Class B Common Stock are required to its shareholders pro rata either be granted to you as a dividend or pursuant the 2017 Performance Award and (b) Employer is unable to a distribution that is not exempt grant such shares to you under the Securities Act and is LTIP at such time (e.g., following your death or termination due to incapacity, or if you elect not to continue your employment as an Advisor or a distribution of exempted securities (within the meaning Producer following expiration of the Securities ActEmployment Term), and then Employer shall grant to you the shares of Class B Common Stock at the applicable time set forth in any event prior paragraph 1 above and, in addition, shall file a registration statement with regard to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file shares with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 (or such other form as Employer deems appropriate) no more than thirty (30) calendar days following the appropriate form for the purpose date of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to grant and shall use its reasonable best efforts to cause the Registration Statement registration statement to become effective as soon as practicable; provided, however, that if Employer is not eligible for or is otherwise restricted from filing such registration statement with the SEC, then Employer shall use reasonable best efforts to effect the registration of such shares of Class B Common Stock granted to you as the 2017 Performance Award as soon as practicable; provided, further, however, that if, in the good faith reasonable judgment of the Chief Legal Officer of the Employer, the filing of such a registration statement would require the disclosure of material non-public information that Employer has a business purpose to keep confidential, then, upon notice to you, (x) if Employer qualifies as a “well-known seasoned issuer” (“WKSI”) under the Securities Act of 1933, as amended, at such time, the filing and effectiveness of the registration statement may be declared postponed for a period not to exceed ninety (90) days from the date of grant and (y) if the Employer is not a WKSI at such time, the filing of the registration statement may be postponed for a period not to exceed ninety (90) days from the date of grant and Employer shall use reasonable best efforts to cause the registration statement to become effective as soon as practicable after thereafter. Any such postponement described above shall not exceed such number of days that the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing Chief Legal Officer of any required post-effective amendments) until the earlier Employer determines in good faith to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)reasonably necessary.

Registration. As promptly as possible after (a) The Assignee shall use commercially reasonable efforts to file with the date that Precision gives Weatherford notice Commission a Registration Statement on Form S-3 or other the appropriate form (including, if required, an effective and available amendment or supplement thereto), relating to the resale by the Holders of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)Securities, and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford Assignee shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to use its commercially reasonable best efforts to cause the such Registration Statement to be declared effective by the Commission as soon as reasonably practicable after following the filing thereof with completion of the SEC. Weatherford Offering and shall use its commercially reasonable efforts to keep the such Registration Statement continuously effective under the U.S. Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 (the “Effectiveness Period”). The registration rights under this Section 2 shall not apply or be available with respect to securities of the Assignee held by the officers and directors of the Assignee and their affiliates. (b) For not more than ten (10) consecutive days in any twelve (12) month period, the Assignee may suspend the use of any prospectus included in any Registration Statement contemplated by this Section in the event that the Assignee determines in good faith that such suspension is necessary to (A) delay the disclosure of MNPI concerning the Assignee, the disclosure of which at the time is not, in the good faith opinion of the Assignee, in the best interests of the Assignee or (B) amend or supplement the affected Registration Statement or the related prospectus so that (i) such Registration Statement shall not include 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 not misleading, or (ii) such prospectus shall not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, including through in connection with the filing of any required a post-effective amendments) until amendment to such Registration Statement in connection with the earlier to occur Assignee’s filing of an Annual Report on Form 10-K for any fiscal year (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statementan “Allowed Delay”); provided, that the Assignee shall promptly (a) notify each Holder in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of a Holder) disclose to such date shall be extended by Holder any MNPI giving rise to an Allowed Delay, (b) advise the amount of time of any period during which Precision may not use Holders in writing to cease all sales under the Registration Statement pursuant to until the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any end of the Registrable Shares pursuant Allowed Delay and (c) use commercially reasonable efforts to the Registration Statement (or any prospectus relating thereto)terminate an Allowed Delay as promptly as practicable.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities to be made on a continuous basis pursuant to Rule 415, on Form S-1 (except if the appropriate form Company is eligible at such time to register for resale the purpose Registrable Securities on Form S-3, in which case such registration shall be on Form S-3), and shall contain (unless otherwise directed by the Holders) substantially the “Plan of registering Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act all of as soon as possible but, in any event, no later than the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) the first date as of which all of the Registrable Securities have been publicly sold thereunder by the Holders, or (ii) (A) the first date as of which all of the Registrable Securities may be sold by the Holders pursuant to Rule 144 without application of the requirements imposed by such Rule upon sales by affiliates, as determined by the Company and evidenced by a written opinion of its counsel to that effect delivered to each of the Holders who then hold Registrable Securities that have not been publicly sold, addressed and acceptable to the Company's transfer agent and the affected Holders, and (B) any “distribution compliance period” and “offering restrictions” (as such terms are defined in Regulation S under the Securities Act) applicable to the Registrable Securities at their time of issue shall have ceased to apply thereto (the date described in this clause 2(a)(ii), the “Termination Date”). (b) Notwithstanding any other provision of this Agreement, if the Registration Statement is not filed on or before the Filing Date, or if the Registration Statement is not declared effective by the Commission on or before the Effectiveness Date, the Company shall not be relieved of its obligation to prepare and file the Registration Statement or to cause the Registration Statement to be declared effective as soon as practicable after by the filing thereof with Commission, on the SEC. Weatherford earliest possible date thereafter provided, however, that the requirements of this Section 2(b) shall keep terminate on the Termination Date. (c) If a Registration Statement is not declared effective (including through by the filing of Commission on or prior to May 31, 2012, then, in addition to any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend other rights available to the shareholders of Precision Holders under the Purchase Agreement or under applicable law, the Company shall issue to the Holders, for no additional consideration and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended without any further action required by the amount Holder, one share of time of any period during Common Stock for each ten (10) Common Shares to which Precision may not use the Registration Statement they are entitled pursuant to the terms and conditions of Section 1.2(ethe Purchase Agreement and the Subscription Receipts (the “Rights Shares”). The certificates representing the Rights Shares shall be delivered to the Holders as soon as reasonably practicable and in any event no later than five (5) below or as a result business days following May 31, 2012. In connection with the foregoing, the Company shall execute and deliver to its transfer agent all required treasury orders. (d) The Company shall not be required to include the Registrable Securities of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Holder in a Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(c) hereof to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least five Trading Days prior to the Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 and Exchange Commission shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness 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 appropriate form 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 purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1, and subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: a. First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; b. Second, the Company shall reduce Registrable Securities represented by Preferred Investment Option Shares (applied, in the manner as set forth case that some Preferred Investment Option Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Preferred Investment Option Shares held by such Holders); and c. Third, the Company shall reduce Registrable Securities represented by Shares and the Pre-Funded Warrants (applied, in the case that some Shares and the Pre-Funded Warrants may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares and the Pre-Funded Warrants held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such ▇▇▇▇▇▇’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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 ten (10) calendar 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder Securities is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement (provided if the Registration Statement does not allow for the resale of Registrable Securities at prevailing market prices (ie. only allows for fixed price sales), the Company shall have been distributed by Precision pro rata as a dividend deemed to the shareholders of Precision and have not satisfied this clause), or (iiv) 60 days after the effective date of the a Registration Statement; provided, that 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 be extended 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 the product of 2.0% multiplied by the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant month prior to the Registration Statement cure of an Event. (e) [Reserved]. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Deadline, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the a “SEC”) a shelf” Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a non-underwritten-continuous, basis pursuant to Rule 415 for all cash consideration. The Registration Statement shall be on Form F-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3, in which case such registration shall be on another appropriate form for in accordance with the purpose of registering Securities Act and the Exchange Act selected by the Company); provided that such Form and applicable rules under the Securities Act all governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Registrable Shares for distribution by Precision to its shareholders Securities Act or (II) reflects facts or events representing a material or fundamental change in the manner as information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such notice (Registration Statement) the “Registration Statement”Plan of Distribution” attached hereto as Annex A. (b) Subject to Section 2(f). The registration effected pursuant to this Section l.1 is referred to herein as , the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective by the Commission as soon as practicable after and, in any event, no later than the filing thereof with the SEC. Weatherford Effectiveness Deadline and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) the date after which such time as all of the Registrable Shares registered thereunder Securities covered by such Registration Statement have been publicly sold by the Holders, or (ii) the date that all Registrable Securities covered by the Registration Statement may be sold by non-affiliates pursuant to Rule 144(k) as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the “Effectiveness Period”). Without prejudice to Section 2(c), if, at any time during the Effectiveness Period, any event shall have been distributed by Precision pro rata occurred as a dividend result of which the Registration Statement (including any amendments or supplements thereto and the prospectuses contained therein) would include 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 the case of any prospectus, in light of the circumstances in which they were made) not misleading, the Company shall as soon as reasonably possible amend or supplement the Registration Statement or related prospectus, as the case may be, which amendment or supplement will correct such statement or omission. Such Registration Statement shall also cover, to the shareholders extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of Precision additional securities resulting from splits, dividends or similar transactions with respect to the Registrable Securities. (c) If: (i) the Registration Statement is not filed on or prior to the Filing Deadline, (ii) a Registration Statement is not declared effective by the Commission (or otherwise does not become effective) on or prior to its Effectiveness Deadline or (iii) after its Effective Date, such Registration Statement ceases for any reason (including without limitation by reason of a stop order, or the Company’s failure to update the Registration Statement or the Company’s exercise of any rights pursuant to Section 2(f)), but excluding the inability of any Holder to sell the Registrable Securities covered thereby due to market conditions, to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of the Effectiveness Period for an aggregate of more than thirty (30) consecutive Trading Days or for more than an aggregate of ninety (90) Trading Days in any twelve (12)-month period (which need not be consecutive), (any such failure or breach in clauses (i), (ii) or (iii) above being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such thirty (30) consecutive or ninety (90) Trading Day period (as applicable) is exceeded, being referred to as “Event Date”), then in addition to any other rights available to the Holders: (x) on such Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder (which remedy shall be the sole and exclusive remedy for any Event, provided however, that any Holder can seek, to the extent otherwise available to such Holder, specific performance with respect to any such Event if such Event is not remedied within an aggregate of ninety (90) days after the Event Date); and (y) on each monthly anniversary of each such Event Date thereof (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 1.0% the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 10% 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, except in the case of the first Event Date. Notwithstanding the foregoing, the maximum payment to a Holder associated with all Events in the aggregate shall not exceed (i) in any thirty (30)-day period, an aggregate of 1.0% of the purchase price paid by such Holder for its Registrable Securities and (ii) 60 10.0% of the purchase price paid by such Holder for its Registrable Securities. (d) The Company shall not, from the date hereof until the date occurring sixty (60) days after the effective date Effective Date of the Registration Statement; provided, that such date shall be extended by prepare and file with the amount Commission a registration statement relating to an offering for its own account or the account of time others under the Securities Act of any period during which Precision may not use of its equity securities other than a registration statement on Form S-8. (e) The Company shall furnish to each Holder for review at least eight (8) Business Days before filing with the Commission, a draft of the Registration Statement pursuant to the terms of Section 1.2(ecovering such Holder’s Registrable Securities. Within five (5) below or as a result Business Days after receipt of a breach by Weatherford draft of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement andfrom the Company, upon each Holder agrees to furnish to the Company, a completed Selling Securityholder Notice and Questionnaire. The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Section 2(c) to any Holder who fails to so timely furnish to the Company the completed Selling Securityholder Notice and Questionnaire (subject to the requirements set forth in Section 3(a)). (f) If, after a registration statement becomes effective, the Company notifies the Holders of registered Registrable Securities that the Company considers it appropriate for the registration statement to be amended or supplemented, the holders of such withdrawalshares shall suspend any further sales of their registered Registrable Securities until the Company advises them that the registration statement has been amended or supplemented. Without limitation, Precision shall have no further right the Company may make such notification to distribute the Holders if there exists at any time material non-public information relating to the Company that in the opinion of the Registrable Shares Board of Directors would be prejudicial to the Company or its shareholders if disclosed at this time. (g) The Registration Statement filed pursuant to this Section 2 may include other securities of the Registration Statement (Company with respect to which registration rights have been or any prospectus relating thereto)will be granted.

Registration. As promptly as possible after On or prior to the date that Precision gives Weatherford notice of Precision’s intent Filing Date the Company shall cause to distribute be prepared and filed with the Commission a "shelf" Registration Statement covering all of Registrable Securities 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 Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and is the rules promulgated thereunder) and shall contain (except if otherwise directed by the Purchasers) the "Plan of Distribution" substantially in the form of Exhibit A attached hereto. The Company shall (i) not a distribution of exempted permit any securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of other than the Registrable Shares for distribution by Precision Securities to its shareholders be included in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as , other than the “Registration.” Weatherford agrees to securities described in Schedule 1 hereto, (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 12dl-2 promulgated under the Exchange Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not be subject to further review) as soon as practicable possible after the filing thereof with thereof, but in any event prior to the SEC. Weatherford shall Effectiveness Date, and to keep the such Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until such date as is the earlier to occur of (ix) the date after when all Registrable Securities covered by such Registration Statement have been sold or (y) the date on which all of the Registrable Shares registered thereunder shall have been distributed Securities may be sold without any restriction pursuant to Rule 144(k) as determined by Precision pro rata as a dividend the counsel to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement Company pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafterwritten letter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant addressed to the Registration Statement Company's transfer agent to such effect (or any prospectus relating theretothe "Effectiveness Period").

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities to be made on a continuous basis pursuant to Rule 415, on Form S-1 (except if the appropriate form Company is eligible at such time to register for resale the purpose Registrable Securities on Form S-3, in which case such registration shall be on Form S-3), and shall contain (unless otherwise directed by the Holders) substantially the “Plan of registering Distribution” attached hereto as Annex A. The Company shall cause the Registration Statement to be declared effective under the Securities Act all of as soon as possible but, in any event, no later than the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Effectiveness Date, and shall use its reasonable best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is the earlier of (i) the first date as of which all of the Registrable Securities have been publicly sold thereunder by the Holders, or (ii) (A) the first date as of which all of the Registrable Securities may be sold by the Holders pursuant to Rule 144 without application of the requirements imposed by such Rule upon sales by affiliates, as determined by the Company and evidenced by a written opinion of its counsel to that effect delivered to each of the Holders who then hold Registrable Securities that have not been publicly sold, addressed and acceptable to the Company's transfer agent and the affected Holders, and (B) any “distribution compliance period” and “offering restrictions” (as such terms are defined in Regulation S under the Securities Act) applicable to the Registrable Securities at their time of issue shall have ceased to apply thereto (the date described in this clause 2(a)(ii), the “Termination Date”). (b) Notwithstanding any other provision of this Agreement, if the Registration Statement is not filed on or before the Filing Date, or if the Registration Statement is not declared effective by the Commission on or before the Effectiveness Date, the Company shall not be relieved of its obligation to prepare and file the Registration Statement or to cause the Registration Statement to be declared effective by the Commission, on the earliest possible date thereafter provided, however, that the requirements of this Section 2(b) shall terminate on the Termination Date. (c) If a Registration Statement is declared effective by the Commission on or prior to March 1, 2013, then, in addition to any other rights available to the Holders under the Purchase Agreement or under applicable law, the Company shall issue to the Holders, for no additional consideration and without any further action required by the Holder, an additional 277,778 shares of Common Stock to be allocated on a pro rata basis. The certificates representing such shares shall be delivered to the Holders as soon as reasonably practicable after the filing thereof and in any event no later than five (5) business days following March 1, 2013. In connection with the SECforegoing, the Company shall execute and deliver to its transfer agent all required treasury orders. Weatherford In addition, the Company shall keep the file an amended Registration Statement to qualify these shares. (d) If a Registration Statement is not declared effective (including through by the filing of Commission on or prior to March 1, 2013, then, in addition to any required post-effective amendments) until other rights available to the earlier to occur of Holders under the Purchase Agreement or under applicable law: (i) the date after which all Company shall pay to the Holder, for no additional consideration and without any further action required by the Holder, a total of the Registrable Shares registered thereunder shall have been distributed by Precision U.S. $200,000 to be paid on a pro rata as a dividend to the shareholders of Precision and basis; and (ii) 60 days after if the effective date Market Price of the Registration Statement; providedCommon Stock calculated as at March 1, that 2012, is more than U.S. $0.72 per share, the Company shall issue to the Holders, for no additional consideration and without any further action required by the Holder, an additional number of shares of Common Stock to be allocated on a pro rata basis as follows and calculated as follows: additional shares of Common Stock = 277,778 less [U.S.$200,000 / Market Price calculated as at March 1, 2012] The certificates representing such date shares shall be extended by delivered to the amount of time of Holders as soon as reasonably practicable and in any period during which Precision may not use event no later than five (5) business days following March 1, 2013. In connection with the foregoing, the Company shall execute and deliver to its transfer agent all required treasury orders. In addition, the Company shall file an amended Registration Statement pursuant to qualify these shares. (e) The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and shall not be required to pay any liquidated or other damages under Sections 2(c) and 2(d) hereof to any Holder who fails to furnish to the terms of Section 1.2(e) below or as Company a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant fully completed Selling Holder Questionnaire at least five Trading Days prior to the Registration Statement Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As promptly The Company shall, as possible soon as practicable after the date that Precision gives Weatherford hereof, but in any event no later than the date on which the Company files with the SEC the financial statements and pro forma financial information required by Item 9.01 of Form 8-K in connection with the consummation of the Transactions (or such later date as may be determined by Hulu, upon at least five Business Days written notice to the Company and subject to the consent of Precision’s intent the Company, which consent shall not be unreasonably withheld, conditioned or delayed), file a Registration Statement (or an amendment or supplement to distribute all an existing registration statement) for the public offer and sale of the Registrable Shares to its shareholders pro rata either as a dividend or Securities pursuant to a distribution that is not exempt Rule 415 promulgated under the Securities Act or otherwise (a “Shelf Registration”); provided, however, that the Company shall not be obligated to file a Registration Statement pursuant to this Section 2(a) unless and is not until Hulu has provided to the Company a distribution of exempted securities (within management’s discussion and analysis with respect to the meaning financial statements of the Securities Act), and in Company for any event period ended prior to the date that is thirty (30) business days following the date of any hereof and required to be included or incorporated by reference in such notice, Weatherford shall prepare and file with Registration Statement pursuant to the Securities Act and Exchange Commission (the “SEC”) a rules and regulations adopted by the SEC thereunder. The Registration Statement shall be on Form S-3 or, if Form S-3 is not then available to the appropriate Company, on Form S-1 or such other form for the purpose of registering registration statement as is then available to effect a registration under the Securities Act all for the offer and sale of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in Securities (such notice (the Registration Statement, a “Shelf Registration Statement”). The registration effected pursuant Subject to this Section l.1 is referred to herein as 4, the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the such Shelf Registration Statement to be declared become effective as soon as practicable after the filing thereof with thereof. If permitted under the SEC. Weatherford shall keep the Securities Act, such Registration Statement shall be one that is automatically effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend upon filing. Subject to the shareholders exceptions in Section 4 and the provision by each Holder of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended all information reasonably requested by the amount of time of any period during which Precision may not Company for such purposes, the Company shall use commercially reasonable efforts to cause the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Shelf Registration Statement (or a replacement thereto) to remain effective so long as any prospectus relating thereto)Registrable Securities remain outstanding, and to be supplemented and amended to the extent necessary, including to reflect any changes in the Holders or the issuance of any additional Registrable Securities, to ensure that the Shelf Registration Statement is available or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities by the Holders until the Termination Date.

Registration. As promptly (i) The Company shall use its best commercial efforts to file, by April 15, 2001, and shall use its best commercial efforts to cause to become effective as possible after soon as practicable, a registration statement on Form S-3, or if Form S-3 is not then available, another appropriate form, covering all the date Registrable Stock (the "Initial Registration"). In the event such registration is not so declared effective or does not include all Registrable Stock, a holder of Registrable Stock shall have the right to require by notice in writing that Precision gives Weatherford notice the Company register all or any part of Precision’s intent the Registrable Stock held by such holder (a Demand Registration") and the Company shall thereupon effect such registration in accordance herewith (which may include adding such shares to distribute an existing shelf registration). The parties agree that if the holder of Registrable Stock demands registration of less than all of the Registrable Shares Stock, the Company, at its option, may nevertheless file a registration statement covering all of the Registrable Stock. If such registration statement is declared effective with respect to all Registrable Stock and the Company is in compliance with its shareholders pro rata either as a dividend or obligations under Subsection (c) hereof, the demand registration rights granted pursuant to a distribution that this Subsection (b) shall cease. If such registration statement is not exempt declared effective with respect to all Registrable Stock the demand registration rights described herein shall remain in effect until all Registrable Stock have been registered under the Securities Act and is not a distribution Act. The Company shall provide holders of exempted securities (within the meaning of the Securities Act), and in Registrable Stock reasonable opportunity to review any event such registration statement or amendment or supplement thereto prior to the date that filing thereof, but in no event shall such period exceed seven (7) days. If the Registrable Stock is thirty registered initially on a form other than Form S-3, the Company shall register the Registrable Stock on Form S-3 as soon as use of such form is permissible. (30ii) business days following The Company shall not be obligated to effect Demand Registration under Subsection (b)(i) if all of the date Registrable Stock held by the holder of Registrable Stock which are demanded to be covered by the Demand Registration are, at the time of such demand, included in an effective registration statement and the Company is in compliance with its obligations under Subsection (c) hereof. (iii) The Company may suspend the effectiveness of any such noticeregistration effected pursuant to this Subsection (b) in the event, Weatherford shall prepare and file with for such period of time as, such a suspension is required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company will use its reasonable best efforts to cause such suspension to terminate at the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)earliest possible date.

Registration. As promptly as possible after At any time, and from time to time, the Holder shall have the right to make three (3) requests by written notice to the Issuers and Guarantors for registration of the Initial Notes (or any Private Exchange Securities) (the date that Precision gives Weatherford on which the receipt of such notice is received being a “Trigger Date”). All requests made pursuant to this Section 2 will specify the maximum aggregate principal amount of Precision’s intent Initial Notes (or Private Exchange Securities) to distribute all be registered, and will also specify the intended method of the Registrable Shares transfer therefor, including if such transfer is intended pursuant to its shareholders pro rata either as an underwritten offering, whether such offering shall be a dividend or “firm commitment” underwriting, and whether such registration shall be pursuant to a distribution that is not exempt under the Securities Act and is not shelf or other registration statement. Upon a distribution of exempted securities (within the meaning of the Securities Act)Trigger Date: a. The Issuers shall, and in any event prior to the date that is thirty (30) business days following the date of any such noticeat their cost, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SECCommission”) and thereafter use their commercially reasonable efforts to cause to be declared effective (unless it becomes effective automatically upon filing), as promptly as possible after the Trigger Date a Registration Statement on shelf or other registration statement, as specified by the appropriate form for the purpose of registering under the Securities Act all Holder, covering resales of the Registrable Shares for distribution by Precision to its shareholders in Initial Notes or the manner Private Exchange Securities, as set forth in such notice the case may be (the “Registration Statement”). The registration effected pursuant ) on an appropriate form under the Securities Act relating to this Section l.1 is referred the offer and sale of the Transfer Restricted Securities (as defined below) by the Holder from time to herein time in accordance with the methods of distribution set forth in the Registration Statement and Rule 415 under the Securities Act, as applicable (hereinafter, the “Registration.” Weatherford agrees to use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement”); provided, however, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford no additional Holder shall be entitled to withdraw have the Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. “Transfer Restricted Securities” means each Security until the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Statement.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering, among other things, the resale of all or such portion (as permitted by SEC Guidance and Rule 415) of the Registrable Securities on such Filing Date that are not then registered on an effective Registration Statement. The Registration Statement shall be on Form S-1 and shall contain substantially the appropriate form for “Plan of Distribution” attached hereto as Annex A. Subject to the purpose terms of registering this Agreement, the Company shall use its commercially reasonable best efforts to have the Registration Statement declared effective within ninety (90) days after the Registration Statement is filed, and shall use its commercially reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (a) three years from the Effectiveness Date; or (b) the date all of the Registrable Shares for distribution Securities covered by Precision to its shareholders in the manner as set forth in such notice Registration Statement have been sold (the “Registration StatementEffectiveness Period”). The registration effected pursuant . (b) If except due to this Section l.1 acts of God, terrorism, data breaches, government shutdowns of the SEC or similar events outside of the Company’s control (i) the Registration Statement is referred not filed on or prior to herein as its Filing Date; or (ii) the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement will not be “Registration.reviewed” Weatherford agrees or not be subject to use its reasonable best efforts further review; or (iii) the Company fails to cause file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within thirty (30) Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Initial Registration Statement to be declared effective; or (iv) after the Effectiveness Date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as soon to all Registrable Securities included in such Registration Statement, or the Holder is otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of twenty (20) calendar days during any twelve (12) month period (which need not be consecutive calendar days) (any such failure or breach being referred to as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing an “Event”, and for purposes of any required post-effective amendments) until the earlier to occur of clause (i), the date on which such Event occurs, or for purposes of clause (ii) the date after on which all such five (5) Trading Day period is exceeded, or for purposes of clause (iii) the Registrable Shares registered thereunder shall date which such twenty (20) Trading Day period is exceeded, or for purposes of clause, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holder may have been distributed by Precision pro rata as hereunder or under applicable law, the Purchaser will be issued a dividend warrant to purchase one (1) additional Share for each five (5) shares subscribed for and purchased in this Offering, which warrant will be exercisable for a period of three years commencing on the shareholders Event Date, at an exercise price of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)$0.40 per Share.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form for such purpose). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the purpose Commission upon a review of registering such Registration Statement) the “Plan of Distribution” attached hereto as Annex A. The Company shall cause such Registration Statement to be declared effective under the Securities Act all of the Registrable Shares for distribution by Precision to as soon as possible but, in any event, no later than its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Effectiveness Date, and shall use its reasonable best efforts to cause the Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the date which is the earlier to occur of (i) the date five years after which its Effective Date, (ii) such time as all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed publicly sold by Precision pro rata the Holders, or (iii) such time as a dividend all of the Registrable Securities covered by such Registration Statement may be sold by the Holders pursuant to Rule 144(k) as determined by the counsel to the shareholders of Precision Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). (b) If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the Company files a Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have satisfied this clause (i)), or (ii) 60 a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefor, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 40 Trading Days in any consecutive 12 month period (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 40 Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Holders may have hereunder or under applicable law: for each calendar month from the applicable Event Date the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.5% of the aggregate Investment Amount (as defined in the Securities Purchase Agreement) paid by such Holder, until the applicable Event is cured. The parties agree that the Company will not be liable for liquidated damages under this Section in respect of the Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the effective date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Registration Statement; providedHolder, that accruing daily from the date such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro-rata basis for any portion of a breach by Weatherford calendar month prior to the cure of its obligations hereunderan Event. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”). Thereafter, Weatherford The Company shall not be entitled required to withdraw include the Registrable Securities of a Holder in a Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (or any prospectus relating theretosubject to the requirements set forth in Section 3(a)).

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form ▇-▇, ▇-▇ or SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form ▇-▇, ▇-▇ or SB-2, in which case such registration shall be on another appropriate form for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the purpose Commission upon a review of registering such Registration Statement) the "Plan of Distribution" substantially in the form attached hereto as ANNEX A. The Company shall cause each Registration Statement to be declared effective under the Securities Act all of the Registrable Shares for distribution by Precision to as soon as possible but, in any event, no later than its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Effectiveness Date, and shall use its reasonable best efforts to keep each Registration Statement continuously effective under the Securities Act until the second year after the date that the Registration Statement is declared effective by the Commission or such earlier date when all Registrable Securities covered by the Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD"). The initial Registration Statement shall include a number of Registrable Securities equal to the sum of (a) the number of Underlying Shares issuable upon an assumed conversion in full of the Notes (assuming for such purpose that the Notes are held until their respective schedules Maturity Dates and all interest accretes to principal for the life thereof) and (b) the number of shares issuable upon exercise in full of the Warrants. (b) If for any reason the Commission does not permit all of the Registrable Securities to be included in the Registration Statement filed pursuant to Section 2(a) or for any other reason all Registrable Securities then outstanding are not then included in an effective Registration Statement, then the Company shall prepare and file as soon as possible after the date on which the Commission shall indicate as being the first date or time that such filing may be made, but in any event by the Filing Date therefore, an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415, on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form for such purpose). Each such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the "Plan of Distribution" attached hereto as ANNEX A. The Company shall cause the each such Registration Statement to be declared effective under the Securities Act as soon as practicable after the filing thereof with the SEC. Weatherford possible but, in any event, no later than its Effective Date, and shall use its best efforts to keep the such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period. (including through the filing of any required post-effective amendmentsc) until the earlier to occur of If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the date after which all of Company files a Registration Statement without affording the Registrable Shares registered thereunder Holders the opportunity to review and comment on the same as required by Section 3(a) hereof, the Company shall not be deemed to have been distributed by Precision pro rata as a dividend to the shareholders of Precision and satisfied this clause (i)), or (ii) 60 a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, without regard for the reason thereunder or efforts therefore, such Registration Statement ceases for any reason to be effective and available to the Holders as to all Registrable Securities registered under such Registration Statement at any time prior to the expiration of its Effectiveness Period for more than an aggregate of 20 Trading Days in any twelve month period (which need not be consecutive) (any such failure or breach being referred to as an "EVENT," and for purposes of clauses (i) or (ii) the date on which such Event occurs, or for purposes of clause (iii) the date which such 20 Trading Day period is exceeded, being referred to as "EVENT DATE"), then in addition to any other rights the Holders may have under the Transaction Date or under applicable law or at equity: on each such Event Date, and on the same day as such Event Date in each subsequent month until the applicable Event is cured (the Event Date and each such subsequent date, a "PAYMENT DATE") the Company shall pay to each Holder an amount, as partial liquidated damages and not as a penalty, equal to 2.0% of the aggregate Investment Amount paid by such Holder for Shares at closing pursuant to the Purchase Agreement, such payment being 1% in cash and 1% in Common Stock, PROVIDED, that in the event the Company fails to deliver such Common Stock by the 10th Trading Day following such Payment Date, such payment shall be, at the discretion of the Holder, in all cash. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the effective date payable, the Company will pay interest thereon at a rate of 10% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Registration Statement; providedHolder, that accruing daily from the date such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro-rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event, except in the case of the first Event Date. Thereafter, Weatherford Liquidated Damages payable in Common Stock pursuant to this section shall be entitled determined by calculating the quotient of the dollar amount of such liquidated damages divided by either (1) the average of the closing bid prices of the Common Stock for the five (5) Trading Days prior to withdraw the Payment Date and (2) the closing bid price of the Common Stock on the day preceding the date such Common Stock is delivered pursuant to this Section 2(c), whichever of (1) and (2) yields a greater number of shares. (d) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Agreement as ANNEX B (a "SELLING HOLDER QUESTIONNAIRE"). The Company shall not be required to include the Registrable Securities of a Holder in a Registration Statement and, upon such withdrawal, Precision and shall have no further right not be required to distribute pay any of the Registrable Shares pursuant liquidated or other damages under Section 2(c) to any Holder who fails to furnish to the Registration Statement Company a fully completed Selling Holder Questionnaire at least two Trading Days prior to the Filing Date (subject to the requirements set forth in Section 3(a) or any prospectus relating theretofails to deliver comments in accordance with Section 3(a)).

Registration. As promptly soon as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act)practicable, and but in any event on or prior to the date that is thirty (30) business days following Required Filing Date, the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement covering the resale of 150% of the Registrable Securities 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 for the purpose of registering under in accordance with the Securities Act all and the rules promulgated thereunder) and shall contain (except if otherwise directed by the Purchasers) the "Plan of Distribution" substantially in the form attached hereto as Exhibit A. The Company shall (i) not permit any securities other than the Registrable Shares for distribution by Precision Securities to its shareholders be included in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to , (ii) use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act (including filing with the Commission a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act within five (5) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be "reviewed," or not be subject to further review) as soon as practicable possible after the filing thereof with thereof, but in any event prior to the SEC. Weatherford shall Effectiveness Date, and (iii) keep the such Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall Securities covered by such Registration Statement have been distributed sold or may be sold without volume restrictions pursuant to Rule 144(k) as determined by Precision pro rata as a dividend the counsel to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement Company pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafterwritten opinion letter to such effect, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant addressed and acceptable to the Registration Statement Company's transfer agent and the affected Holders (or any prospectus relating theretothe "Effectiveness Period").

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30a) business days following the date of any such notice, Weatherford The Company shall prepare and file with the Commission the Registration Statement covering the resale of all Registrable Securities and Exchange for an offering to be made on a continuous basis pursuant to Rule 415, on Form S-1 (or on such other form appropriate for such purpose if the Company then qualifies for the use of Form S-3 or such other form of SEC registration statement). Such Registration Statement shall contain (except if otherwise required pursuant to written comments received from the Commission (upon a review of the Registration Statement) the “SEC”) a Registration Statement on the appropriate form for the purpose Plan of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner Distribution” attached hereto as set forth in such notice (the “Registration Statement”). Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as practicable possible and in any event by no later than the date which is six months after the filing thereof with the SEC. Weatherford Closing Date, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective and available for use by Holders under the Securities Act until the date which is the latest of (including through i) six months after the filing Closing Date or (ii) such time as all of the Registrable Securities covered by the Registration Statement have been publicly sold by the Holders or (iii) at such time as all of the Registrable Securities become transferable without any restrictions or limitations in accordance with Rule 144(b)(1) (or any successor provision) or (iv) November 10, 2011 (the “Effectiveness Period”). (b) Within three business days following the date on which the Registration Statement is declared effective by the Commission, and assuming no stop-order has been issued with respect to the Registration Statement, the Company shall furnish to each Holder a letter, dated such date, of outside counsel representing the Company addressed to such Holder, confirming such effectiveness and, to the knowledge of such counsel, the absence of any stop order. (c) Each Holder agrees to furnish to the Company a completed Questionnaire in the form attached to this Schedule as Annex B (a “Selling Holder Questionnaire”) no later than the Closing Date. The Company shall not be required post-effective amendments) until to include the earlier Registrable Securities of a Holder in the Registration Statement who fails to occur furnish to the Company a fully completed Selling Holder Questionnaire by the later of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and Closing Date or (ii) 60 days after at least five Trading Days prior to the effective date of filing of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant pre-effective amendment to the Registration Statement (in no event is the Company required to delay filing the Registration Statement or any prospectus relating pre-effective amendment thereto). Each Holder also agrees to provide the Company with such other information as may be reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, including but not limited to providing such information in a timely manner regarding itself, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Securities as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities. The Company shall not be required to include the Registrable Securities of a Holder who fails to provide such reasonably requested information or who objects to the inclusion of required disclosure in the Registration Statement regarding such Holder, the Registrable Securities and other securities of the Company held by it and the intended method of disposition of the Registrable Securities.

Registration. As The Company shall use its reasonable best efforts to file with the Commission, as promptly as possible practicable (but in no event more than 90 days) after the date that Precision gives Weatherford notice Effective Date, and have declared effective as promptly as practicable (but in no event later than 180 days after the Effective Date if no review is undertaken by the Staff of Precision’s intent the Commission, or 210 days after the Effective Date if such a review is undertaken) a shelf registration statement on Form S-1 pursuant to distribute Rule 415 promulgated under the Securities Act (the "Initial Registration Statement") providing for the sale by the Holders of all of the Registrable Shares Common Stock. Subject to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities ActSection 9(b), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on the appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”). The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford Company agrees to use its reasonable best efforts to cause keep the Initial Registration Statement to be continuously current and effective until the second anniversary of the date such Initial Registration Statement is declared effective as soon as practicable by the Commission (plus a number of Business Days equal to the number of Business Days, if any, that the Initial Registration Statement is not kept effective or is suspended pursuant to Section 9(b) hereof after the filing thereof with initial date of its effectiveness and prior to the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendmentssecond anniversary thereof) until the earlier to occur of (i) the date after or such shorter period which will terminate when all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended Common Stock covered by the amount of time of any period during which Precision may not use the Initial Registration Statement has been sold pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Initial Registration Statement andor such shares of Common Stock covered by the Initial Registration Statement cease to be Registrable Common Stock (the "Initial Registration Period"). As promptly as practicable after becoming eligible to file a registration statement on Form S-3 under the Securities Act, upon such withdrawalthe Company shall amend the Initial Registration Statement utilizing Form S-3. If so demanded by Requesting Holders, Precision shall have no further right up to distribute any of the Registrable Shares two underwritten offerings may be effected pursuant to the Initial Registration Statement (or any prospectus relating thereto)without reducing the number of registrations that the Company is required to effect pursuant to Section 3 hereof, provided that at least 180 days must elapse between the initiation of an underwritten offering and the closing of a prior underwritten offering.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend (a) On or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the SEC a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder 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, subject to the provisions of Section 2(e)) and Exchange Commission shall contain (unless otherwise directed by the Holders of at least 50.1% of the Registrable Securities included in such Registration Statement) substantially the “Plan of Distribution” attached hereto as Annex A and substantially the “Selling Stockholder” section attached hereto as Annex B; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under 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 “SECEffectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York, New York time) on a Trading Day. The Company shall immediately notify the Holders via e-mail of the effectiveness of a Registration Statement on the appropriate form for same Trading Day that the purpose Company telephonically confirms effectiveness with the SEC. The Company shall, by 5:30 p.m. (New York, New York time) on the second Business Day after the effective date of registering such Registration Statement, file a final Prospectus with the SEC as required by Rule 424. Failure to so notify the Holder within one Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the SEC informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); with respect to filing on Form S-3 or other appropriate form, and ; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement, if the SEC Staff limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; (ii) Second, the Company shall reduce Registrable Securities represented by Warrant Shares (applied, in the manner case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held or acquirable upon cash exercise of the Common Stock Purchase Warrant by such Holders); (iii) Third, the Company shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the Series C Preferred Stock; (iv) Fourth, the Company shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the Series A Preferred Stock; and (v) Fifth, the Company shall reduce the Registrable Securities represented by the shares of Common Stock issuable upon conversion of the New Note. In the event of a cutback hereunder, the Company shall give each Holder at least three Trading Days prior written notice along with the calculations as set forth to such ▇▇▇▇▇▇’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its commercially reasonable efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance or to registrants of securities in general, one or more registration statements on Form S-3 or such notice (other form available to register for resale those Registrable Securities that were not registered for resale on the “Initial Registration Statement”, as amended. No liquidated damages shall accrue or be payable with respect to any Registrable Securities which are not included in a Registration Statement as a result of a cutback imposed by the SEC until such time as the Company is required to file an additional Registration Statement. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement 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). The registration effected ), or (ii) the Company fails to file with the SEC a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to this Section l.1 the Securities Act, within five Trading Days of the date that the Company is referred notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be “reviewed” or will not be subject to herein as further review, or (iii) prior to the “Registration.” Weatherford agrees effective date of a Registration Statement, the Company fails to use its reasonable best efforts file a pre-effective amendment and otherwise respond in writing to cause comments made by the SEC in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for such Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders SEC by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, 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 30 consecutive calendar days or more than an aggregate of 60 calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), 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 calendar day period is exceeded, and for purpose of clause (v) the date on which such 10 or 15 calendar 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 the product of 2.0% multiplied by $500,000. The parties agree that such date the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended the product of 18% times $500,000. For the purposes of this Section 2(d), the Subscription Amount shall be proportionately reduced in the even that Conversion Shares shall have been issued and sold. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven 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 amount of time of any period during which Precision may not use Holder, accruing daily from the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations hereunderan Event. ThereafterFor avoidance of doubt, Weatherford if the SEC Staff reduces the number of Registrable Securities as contemplated in Section 2(c), no liquidated penalties pursuant to Section 2(d) shall be entitled imposed. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant Securities has been declared effective by the SEC. (f) Notwithstanding anything to the Registration Statement (contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any prospectus relating thereto)Underwriter without the prior written consent of such Holder.

Registration. As promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to the date that is thirty (30a) business days following the date of any such notice, Weatherford The Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on covering the appropriate form for the purpose resale of registering under the Securities Act all 125% of the Registrable Shares Securities for distribution an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall be on Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form SB-2, in which case such registration shall be on another appropriate form in accordance herewith) and shall contain (unless otherwise directed by Precision to its shareholders in the manner as set forth in such notice (Holders) substantially the “Registration Statement”). The registration effected pursuant Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Section l.1 is referred to herein as Agreement, the “Registration.” Weatherford agrees to Company shall use its reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon promptly as practicable possible after the filing thereof thereof, 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(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SECCommission, which shall be the date requested for effectiveness of a Registration Statement. Weatherford The Company shall, by 9:30 am Eastern Time on the Trading Day after the Effective Date (as defined in the Purchase Agreement), file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within 1 Trading Day of such notification of effectiveness or failure to file a final Prospectus as a foresaid shall keep the Registration Statement effective be deemed an Event under Section 2(b). (including through the filing of any required post-effective amendmentsb) until the earlier to occur of If: (i) a Registration Statement is not filed on or prior to its Filing Date (if the date after which all of Company files a Registration Statement without affording the Registrable Shares registered thereunder Holders the opportunity to review and comment on the same as required by Section 3(a), the Company shall not be deemed to have been distributed by Precision pro rata as a dividend to the shareholders of Precision and satisfied this clause (i)), or (ii) 60 the Company fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under 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 a Registration Statement will not be “reviewed,” or not subject to further review; or (iii) prior to its Effectiveness Date, 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 14 calendar days after the effective date receipt of comments by or notice from the Registration Statement; provided, Commission that such date shall amendment is required in order for a Registration Statement to be extended declared effective; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the amount of time of any period during which Precision may not use Commission by its Effectiveness Date; or (v) after the Effectiveness Date, a Registration Statement pursuant ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the terms Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities for 10 consecutive calendar days but no more than an aggregate of Section 1.2(e15 calendar days during any 12-month period (which need not be consecutive Trading Days) below (any such failure or breach being referred to as a result an “Event”, and for purposes of a breach by Weatherford clause (ii) or (iv) the date on which such Event occurs, or for purposes of its obligations hereunder. Thereafterclause (ii) the date on which such five Trading Day period is exceeded, Weatherford or for purposes of clause (iii) the date which such 14 calendar day period is exceeded, or for purposes of clause (v) the date on which such 10 or 15 calendar day period, as applicable, is exceeded being referred to as “Event Date”), such Event shall be entitled to withdraw constitute an Event of Default under the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)Note.

Registration. As (a) On or prior to each Filing Date, the Company shall use reasonable efforts to prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e) (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise required in connection with comments from the staff of the Commission) substantially the “Plan of Distribution” attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities Act as promptly as possible after the date that Precision gives Weatherford notice of Precision’s intent filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its reasonable efforts to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend or pursuant to a distribution that is not exempt keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and is not a distribution of exempted securities (within without the meaning of requirement for the Securities Act)Company to be in compliance with the current public information requirement under Rule 144, and in any event prior as determined by the counsel to the date that is thirty (30) business days following Company pursuant to a written opinion letter to such effect, addressed and acceptable to the date of any such notice, Weatherford shall prepare Transfer Agent and file with the Securities and Exchange Commission affected Holders (the “SECEffectiveness Period”) ). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. Eastern 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 appropriate form 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. Eastern Time on the purpose Trading Day after the effective date of registering such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d). (b) Notwithstanding the Securities Act registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Shares Securities cannot, as a result of the application of Rule 415, be registered for distribution resale as a secondary offering on a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by Precision the Commission, covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however, that prior to filing such amendment, the Company shall be obligated to use reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation 612.09. (c) Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (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), unless otherwise directed in writing by a Holder as to its shareholders Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: i. First, the Company shall reduce or eliminate any securities to be included by any Person other than a Holder; and ii. Second, the Company shall reduce Registrable Securities represented by the Shares (applied, in the manner as set forth in case that some Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Shares held by such notice (the “Registration Statement”Holders). The registration effected pursuant In the event of a cutback hereunder, the Company shall give the Holder at least two (2) Trading Days prior written notice along with the calculations as to this Section l.1 is referred to herein as such Holder’s allotment. In the “Registration.” Weatherford agrees to event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable best efforts to cause file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended. (d) If: (i) the Initial Registration Statement is not filed on or prior to its Filing Date, 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 fifteen (15) 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 as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the effective, or (iv) a Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which registering for resale all of the Registrable Shares registered thereunder shall have been distributed Securities is not declared effective by Precision pro rata as a dividend to the shareholders Commission by the Effectiveness Date of Precision and the Initial Registration Statement, or (iiv) 60 days after the effective date of the a Registration Statement; provided, 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 ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such fifteen (15) Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar 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 2.0% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. The parties agree that such date the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be extended 9.9% of the aggregate Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven Trading Days after the date payable, the Company will pay interest thereon at a rate of 9.9% per annum (or such lesser maximum amount of time of any period during which Precision may not use that is permitted to be paid by applicable law) to the Registration Statement 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 of Section 1.2(e) below or as hereof shall apply on a result daily pro rata basis for any portion of a breach by Weatherford month prior to the cure of its obligations an Event. (e) If Form S-3 is not available for the registration of the resale of Registrable Securities hereunder. Thereafter, Weatherford the Company shall be entitled (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to withdraw register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement and, upon then in effect until such withdrawal, Precision shall have no further right to distribute any of time as a Registration Statement on Form S-3 covering the Registrable Shares pursuant to Securities has been declared effective by the Registration Statement (or any prospectus relating thereto)Commission.

Registration. As promptly as possible after (a) Pubco shall prepare, and shall use it best efforts to file with the date that Precision gives Weatherford notice Commission on or before the Filing Date, the Registration Statement covering the resale of Precision’s intent to distribute all of the Registrable Shares Securities for an offering to its shareholders pro rata either as be made on a dividend or continuous basis pursuant to a distribution that Rule 415. The Registration Statement required hereunder shall, at Pubco's election, be on Form SB-2 (except if Pubco is not exempt under then eligible to register for resale the Registrable Securities Act and is not a distribution of exempted securities (within on Form SB-2, in which case the meaning of the Securities Act), and in any event prior to the date that is thirty (30) business days following the date of any such notice, Weatherford shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement shall be on the another appropriate form for the purpose of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (the “Registration Statement”)accordance herewith) or Form S-1. The registration effected pursuant to this Section l.1 is referred to herein Registration Statement required hereunder shall contain (except if otherwise directed by the Holders) the "PLAN OF DISTRIBUTION" attached hereto as the “Registration.” Weatherford agrees to ANNEX A. Pubco shall use its reasonable best efforts to cause the Registration Statement to become effective and remain effective as provided herein. Pubco shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of (a) twenty-four months after the Effectiveness Date and (b) such time when the Registrable Securities may be sold without volume restrictions pursuant to Rule 144(k) as determined by the counsel to Pubco pursuant to a written opinion letter to such effect, addressed and acceptable to Pubco's transfer agent and the affected Holders (the "EFFECTIVENESS PERIOD"). (b) If: (i) a Registration Statement is not filed on or prior to the Filing Date (if Pubco files a Registration Statement without affording Holders the opportunity to review and comment on the same as required by Section 3(a), Pubco shall not be deemed to have satisfied this clause (i)); or (ii) Pubco fails to file with the Commission a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, by the later of (x) five Trading Days from the date that Pubco is notified (orally or in writing, whichever is earlier) by the Commission that a Registration Statement will not be "reviewed," or not subject to further review ("COMMISSION NOTICE") and (y) ten Trading Days from the date that Pubco receives a Commission Notice if (A) Pubco's Board of Directors determines in its good faith judgment that it is advisable to delay the effectiveness of the Registration Statement, and (B) Pubco provides each Holder with a certificate signed by the President or Chief Executive Officer of the Company of such delay (not later than one day following the receipt of notice from the Commission); or (iii) prior to the date when such Registration Statement is first declared effective by the Commission, Pubco 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 ten Trading Days after the receipt of comments by or notice from the Commission that such amendment is required in order for a Registration Statement to be declared effective; or (iv) a Registration Statement filed or required to be filed hereunder is not declared effective by the Commission on or before the Effectiveness Date; or (v) after a Registration Statement is first declared effective by the Commission, it ceases for any reason to remain continuously effective as to all Registrable Securities for which it is required to be effective, or the Holders are not permitted to utilize the Prospectus therein to resell such Registrable Securities, for in any such cases twenty Trading Days (which need not be consecutive days) in the aggregate during any 12-month period (any such failure or breach being referred to as an "EVENT," and for purposes of clause (i) or (iv) the date on which such Event occurs, or for purposes of clause (ii) the date on which such five or ten Trading Day period, as applicable, is exceeded, or for purposes of clauses (iii) the date which such ten Trading Day period is exceeded, or for purposes of clause (v) the date on which such twenty Trading Day period is exceeded being referred to as "EVENT DATE"), then in addition to any other rights the Holders may have hereunder or under applicable law: (x) on each such Event Date, Pubco shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such Purchaser for the Registrable Securities then held by such Purchaser and (y) 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, Pubco shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate purchase price paid by such Purchaser for the Registrable Securities then held by such Holder: PROVIDED, HOWEVER, that notwithstanding any provision herein to the contrary, Pubco shall not be required to make payments under this Section 2(b) in excess of 10% of the aggregate purchase price paid by the Purchasers for the Registrable Securities. If Pubco fails to pay any partial liquidated damages pursuant to this Section 2(b) in full within seven days of the date payable, Pubco shall 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 Purchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages pursuant to the terms hereof shall apply on a pro-rata basis for any portion of a month prior to the cure of an Event. (c) If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a Registration Statement, then Pubco shall file as soon as practicable, an additional Registration Statement (or, if permitted by law, a post-effective amendment to such Registration Statement) covering the resale of Common Stock by the Holders of not less than all of such Registrable Securities, and Pubco shall use best efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof with the SEC. Weatherford shall keep the Registration Statement effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) the date after which all of the Registrable Shares registered thereunder shall have been distributed by Precision pro rata as a dividend to the shareholders of Precision and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of any period during which Precision may not use the Registration Statement pursuant to the terms of Section 1.2(e) below or as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)thereafter.

Registration. As promptly as possible after (a) After the date that Precision gives Weatherford notice Company has qualified for the use of Precision’s intent to distribute all of the Registrable Shares to its shareholders pro rata either as a dividend Form S-3, on or pursuant to a distribution that is not exempt under the Securities Act and is not a distribution of exempted securities (within the meaning of the Securities Act), and in any event prior to each Filing Date, the date that is thirty (30) business days following the date of any such notice, Weatherford Company shall prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-3 covering the appropriate form resale of all or such portion of Registrable Securities as are specified in a written request from the Holder to the Company not already covered by an existing and effective Registration Statement (except as provided in Section 2(b)) for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement shall contain (except if otherwise required pursuant to written comments received from the purpose Commission upon a review of registering under the Securities Act all of the Registrable Shares for distribution by Precision to its shareholders in the manner as set forth in such notice (Registration Statement) the “Registration Statement”). Plan of Distribution” in substantially the form attached hereto as Annex A. The registration effected pursuant to this Section l.1 is referred to herein as the “Registration.” Weatherford agrees to Company shall use its commercially reasonable best efforts to cause the each Registration Statement to be declared effective under the Securities Act as soon as practicable after possible but, in any event, no later than the filing thereof with the SEC. Weatherford Effectiveness Date for such Registration Statement, and shall use its commercially reasonable efforts to keep the Registration Statement continuously effective (including through under the filing of any required post-effective amendments) Securities Act until the earlier to occur of (i) such time as all Registrable Securities covered by such Registration Statement have been publicly sold by the Holder or (ii) the date that all shares of Common Stock covered by such Registration Statement cease to be Registrable Securities hereunder (the “Effectiveness Period”), subject to Section 6(e) hereof. The Company shall not be required to effect more than two registrations pursuant to this Section 2(a) in any 12-month period; provided, that the Company will not have been deemed to effect a registration unless and until the Registration Statement requested under this Section 2(a) becomes effective. (b) Notwithstanding anything contained herein to the contrary, in the event that, following the filing of a Registration Statement pursuant to Section 2(a) above, the Commission limits the amount of Registrable Securities that may be included and sold by Holder in any Registration Statement, including any such Registration Statement filed pursuant to Section 2(a) above, pursuant to Rule 415 or any other basis, the Company may reduce the number of Registrable Securities included in such Registration Statement on behalf of the Holder (such Registrable Securities so reduced, the “Reduction Securities”). In such event the Company shall give the Holder prompt written notice of the number of such Reduction Securities and, if the Reduction Securities are excluded from the Registration Statement by the Commission as a result of the application of Rule 415, the Company will not be liable for any liquidated damages under Section 2(c), or otherwise liable under this Agreement, in connection with the exclusion of such Reduction Securities. The Company will be subject to liquidated damages under Section 2(c) in the event the Reduction Securities are excluded from the Registration Statement by the Commission on a basis other than the application of Rule 415. The Company shall use its commercially reasonable efforts at the first opportunity that is permitted by the Commission to register for resale the Reduction Securities. Such new Registration Statement shall be filed on or prior to the applicable Filing Date, 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 for such purpose) and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution” in substantially the form attached hereto as Annex A. The Company shall use its commercially reasonable efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible but, in any event, no later than the Effectiveness Date for such Registration Statement, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act during the entire Effectiveness Period, subject to Section 6(e) hereof. (c) If: (i) a Registration Statement is not filed on or prior to its Filing Date, (ii) a Registration Statement is not declared effective by the Commission on or prior to its required Effectiveness Date, or (iii) after its Effective Date, such Registration Statement ceases for any reason to be effective and available to the Holder as to all Registrable Securities to which it is required to cover at any time prior to the expiration of its Effectiveness Period for an aggregate of more than 45 consecutive Trading Days or an aggregate of 90 Trading Days (which need not be consecutive) in any given 360-day period (any such failure or breach being referred to as an “Event,” and for purposes of clauses (i) or (ii) the date on which such Event occurs, and for purposes of clause (iii) the date on which such 45 consecutive- or 90 Trading Day-period (as applicable) is exceeded, being referred to as the “Event Date”), then, in lieu of any other rights available to the Holder hereunder or under applicable law: (x) within five (5) Trading Days after such Event Date, the Company shall pay to the Holder an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by the Holder pursuant to the Purchase Agreement for its Registrable Securities then held (which remedy shall be exclusive of any other remedies available under this Agreement or under applicable law); and (y) on each monthly anniversary of each such Event Date thereof (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to the Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by the Holder pursuant to the Purchase Agreement for its Registrable Securities then held (which remedy shall be exclusive of any other remedies available under this Agreement or under applicable law). The partial liquidated damages pursuant to the terms hereof shall apply on a pro rata basis for any portion of a month prior to the cure of an Event. If the Company fails to pay any liquidated damages pursuant to this Section 2(c) in full within five (5) Trading Days after the date payable, the Company will pay interest thereon at a rate of 1.25% per month (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. In the event that the Company registers some but not all of the Registrable Shares registered thereunder Securities, the 1% of liquidated damages referred to above for any monthly period shall have been distributed be reduced to equal the percentage determined by Precision pro rata multiplying 1% by a fraction, the numerator of which shall be the number of Registrable Securities for which there is not an effective Registration Statement at such time and the denominator of which shall be the number of Registrable Securities at such time. The parties agree that, notwithstanding anything to the contrary herein, the Effectiveness Date for a Registration Statement shall be extended without default or liquidated damages hereunder in the event that the Company’s failure to obtain the effectiveness of such Registration Statement on a timely basis results from (i) the failure of the Holder to timely provide the Company with information requested by the Company and necessary to complete such Registration Statement in accordance with the requirements of the Securities Act (in which case the Effectiveness Date would be extended with respect to Registrable Securities held by the Holder) or (ii) events or circumstances that are not in any way attributable to the Company’s actions or inactions. The parties further agree that (a) the Company will not be liable for liquidated damages under this Section 2(c) with respect to Reduction Securities that are excluded from the Registration Statement by the Commission as a dividend result of the application of Rule 415 and (b) no liquidated damages shall be payable under this Section 2(c) with respect to any period after the expiration of the Effectiveness Period (it being understood that this sentence shall not relieve the Company of any such liquidated damages accruing prior to the shareholders Effectiveness Period). (d) The Holder agrees to furnish to the Company a completed notice and questionnaire containing such information regarding the Holder, the Registrable Securities held by the Holder and the distribution proposed by the Holder as the Company may reasonably request and as shall be required in connection with any registration referred to in this Agreement (a “Selling Stockholder Questionnaire”) on a date that is not less than five Trading Days prior to the date of Precision filing of a Registration Statement. The Holder further agrees that it shall not be entitled to be named as a selling securityholder in a Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless the Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire. If the Holder of Registrable Securities returns a Selling Stockholder Questionnaire after the deadline specified in the previous sentence, the Company shall use its commercially reasonable efforts to take such actions as are required to name the Holder as a selling securityholder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire. The Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement. (e) In the event that the Company is not eligible to register the resale of Registrable Securities on Form S-3 at any time after the Company initially qualifies to use Form S-3, the Company shall (i) use commercially reasonable efforts to resume its eligibility to use Form S-3 and (ii) 60 days after the effective date of the Registration Statement; provided, that such date shall be extended by the amount of time of undertake to register any period during which Precision may not use the Registration Statement Registrable Securities pursuant to the terms of this Section 1.2(e) below or 2 on Form S-3 as a result of a breach by Weatherford of its obligations hereunder. Thereafter, Weatherford shall be entitled to withdraw the Registration Statement and, upon soon as such withdrawal, Precision shall have no further right to distribute any of the Registrable Shares pursuant to the Registration Statement (or any prospectus relating thereto)form becomes available.