Exhibit 2.6
REGISTRATION RIGHTS AGREEMENT
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This Registration Rights Agreement (the "Agreement"), dated as of April
___, 1996, is made and entered into by and between Newpark Resources, Inc., a
Delaware corporation (the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual
("Holder"), with reference to the following facts:
A. Concurrently with the execution of this Agreement, the Company has
issued an aggregate of 68,611 shares (the "Shares") of its common stock, $.01
par value (the "Common Stock"), to Holder pursuant to the Agreement and Plan of
Reorganization, dated April 8, 1996 and as amended April 8, 1996 and April 17,
1996 (the "Plan"), by and among the Company, JPI Acquisition Corp., ▇. ▇▇▇▇▇▇
Interests, Inc., Uni-Mat International, Inc. and Holder. The Shares have been
issued pursuant to an exemption from the registration provisions of the
Securities Act of 1933, as amended (the "Securities Act"), and the resale of the
Shares without registration under the Securities Act is subject to certain
restrictions.
B. This Agreement grants certain registration rights to Holder as
contemplated by the Plan, and the execution and delivery of this Agreement is a
condition precedent to the obligations of Holder under the Plan.
NOW, THEREFORE, the parties agree as follows:
1. Definitions. As used in this Agreement, the capitalized terms set
forth below shall have the following meanings:
Affiliate - An Affiliate of Holder means (i) any Person that directly,
or indirectly through one or more intermediaries, is controlled by Holder, (ii)
the spouse, siblings, ancestors and lineal descendants of Holder, and (iii) the
spouses of the siblings, ancestors and lineal descendants of Holder.
Common Stock - As defined in Paragraph A above.
Holder - As defined in the introductory paragraph of this Agreement.
NASD - National Association of Securities Dealers, Inc.
Person - An individual, partnership, joint venture, corporation,
limited liability company, trust, unincorporated organization or any other
entity or organization, including, without limitation, any government or
department or agency thereof.
Registrable Shares - 34,306 Shares out of the 68,611 Shares issued to
Holder pursuant to the Plan; provided, however, that Registrable Shares shall
not include any Shares which previously have been registered under the
Securities Act or which have been sold to the public either pursuant to a
registration statement or Rule 144 or which have been sold or transferred in a
private transaction in which the transferor's rights under this Agreement may
not be assigned.
Registration Expenses - Any and all expenses incident to performance
of or compliance with this Agreement, including without limitation: (i) all SEC
and stock exchange or NASD registration and filing fees, (ii) all fees and
expenses of complying with state securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Shares), (iii) all printing,
messenger and delivery expenses, (iv) the fees and disbursements of counsel for
the Company and of its independent public accountants, (v) any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, and (vi) the fees and disbursements of any special experts retained
by the Company in connection with the requested registration, but excluding
underwriting discounts and commissions, fees, discounts and commissions of
brokers and dealers, transfer taxes and the fees and disbursements of counsel
for Holder.
Rule 144 - Rule 144 as promulgated under the Securities Act, as such rule
may be amended from time to time, or any similar successor rule that may be
promulgated by the SEC.
Securities Act - As defined in Paragraph A above.
SEC - The Securities and Exchange Commission.
Shares - As defined in Paragraph A above.
2. Demand Registration Rights.
(a) Demand by Holder. Subject to the further terms and conditions of
this Agreement, if, at any time after the first anniversary date of this
Agreement, Holder notifies the Company that it desires to sell or distribute to
the public at least 25% of the Registrable Shares (which request shall specify
the number of Registrable Shares intended to be disposed of by Holder and the
intended method of disposition thereof), the Company shall use its reasonable
efforts to cause the Registrable Shares for which Holder has requested
registration to be registered under the Securities Act.
(b) Priorities in Demand Registrations. The Company may include in
any registration statement filed in response to Holder's request other shares of
Common
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Stock for sale by the Company or by other stockholders; provided, however, if
such registration statement relates to an underwritten offering and the managing
underwriter or underwriters advise the Company in writing that, in its or their
opinion, the number of securities requested to be included in such registration
would adversely affect such offering (including, without limitation, a decrease
in the price at which such securities can be sold), then the amount of the
shares of Common Stock included in the offering shall be reduced, and the
Registrable Shares and the other shares of Common Stock to be included in the
offering shall participate in such offering as follows: (i) the Registrable
Shares to be sold by Holder shall have priority over all shares to be offered by
the Company and other stockholders of the Company; and (ii) if shares in the
excess of Holder's Registrable Shares can, in the good faith judgment of such
managing underwriter or underwriters, successfully be marketed in such offering,
such excess shares shall be included in such offering in such proportions as may
be agreed between the Company and such other stockholders.
(c) Limitations. The following limitations shall apply to the
obligation of the Company to effect the registration of Registrable Shares
pursuant to the provisions of this Paragraph 2:
(i) Holder shall not be entitled to make a request pursuant to this
Paragraph 2 more than once, provided that the registration so requested is
actually effected and remains in effect in accordance with Paragraph 5.1(b).
(ii) The Company shall not be required to prepare and file a
registration statement pursuant to this Paragraph 2 within 90 days of the
effective date of any registration statement pertaining to securities of the
Company, other than a registration of securities pertaining to an employee
benefit plan or dividend reinvestment plan.
(iii) The Company shall not be required to file a registration
statement under this Paragraph 2 during any period of time when: (x) the Company
is in possession of material non-public information which it reasonably believes
would be detrimental to be disclosed at such time, and, in the opinion of
counsel to the Company, such information would have to be disclosed if a
registration statement was filed at that time; or (y) the Company determines, in
its reasonable judgment, that such registration would interfere with any
financing or acquisition involving the registration of securities of the Company
under the Securities Act.
3. Incidental Registration Rights.
(a) Right to Include Shares. Subject to the further terms and
conditions of this Agreement, if the Company at any time after the first
anniversary date of this
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Agreement proposes to register any Common Stock on any form for the general
registra tion of securities under the Securities Act, other than in connection
with an exchange offer, a dividend reinvestment plan or any registration on Form
S-4 or Form S-8 (or any successor forms then in effect), the Company shall at
such time give prompt written notice to Holder of its intention to do so and of
Holder's rights under this Paragraph 3. Upon the written request of Holder made
within 15 days after receipt of any such notice (which request shall specify the
number of Registrable Shares intended to be disposed of by Holder and the
intended method of disposition thereof), the Company shall use its reasonable
efforts to cause the Registrable Shares for which Holder has requested
registration to be registered under the Securities Act, provided that (i) if, at
any time after giving written notice of its intention to register Common Stock
but prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register such Common Stock, the Company may, at its election, give
written notice of such determination to Holder, and, thereupon, shall be
relieved of its obligation to register any Registrable Shares, and (ii) if such
registration involves an underwritten offering, Holder must sell his Registrable
Shares (if Holder continues to desire such Registrable Shares to be registered)
to the underwriters of such offering on the same terms and conditions as apply
to the Company or the stockholders for whose account securities are to be sold,
as the case may be.
(b) Priority in Incidental Registrations. In connection with any
registration pursuant to this Paragraph 3 involving an underwritten offering, if
the managing underwriter or underwriters advise the Company in writing that, in
its or their opinion, the number of securities requested to be included in such
registration would adversely affect such offering (including, without
limitation, a decrease in the price at which such securities can be sold), then
the amount of the Registrable Shares included in the offering shall be reduced,
and the Registrable Shares and the other shares of Common Stock to be included
in the offering shall participate in such offering as follows: (i) shares to be
sold by the Company and shares to be sold by any stockholder that has initiated
the registration shall have priority over all shares to be offered by any other
stockholders of the Company, including Holder, and (ii) if shares in the excess
of the Common Stock to be sold on behalf of the Company and any stockholder that
has initiated the registration can, in the good faith judgment of such managing
underwriter or underwriters, successfully be marketed in such offering, the
Registrable Shares and the other shares of Common Stock to be to be offered by
any other stockholders of the Company, including Holder, shall be included in
such offering, subject to reduction pro rata in proportion to the number of
shares of Common Stock proposed to be included in such offering by Holder and
each other stockholder.
4. Registration Not Required. Notwithstanding the provisions of
Paragraphs 2 and 3 of this Agreement:
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(a) The Company shall not be required to effect or cause the
registration of any Registrable Shares pursuant to Paragraph 2 or 3 if, within
25 days after its receipt of a request to register such shares, the Company
delivers to Holder an opinion of counsel in form and substance satisfactory to
counsel to Holder, that the entire number of Registrable Shares proposed to be
sold by Holder may be sold without registration under the Securities Act,
whether pursuant to Rule 144 or otherwise, within a period of not more than 90
days.
(b) Prior to the first anniversary of the date of this Agreement, the
Company shall not be required to effect or cause the registration of any of the
Registrable Shares pursuant to the provisions of Paragraph 2 or Paragraph 3;
provided, however, if so requested by Holder in accordance with the provisions
of Paragraph 2 and subject to the other provisions of this Agreement, the
Company shall use its reasonable efforts to cause all of the Registrable Shares
to be included in a registration statement that is declared effective by the SEC
on the first anniversary of the date of this Agreement or as soon thereafter as
practicable.
(c) In no event shall the Company be required to effect or cause the
registration of more than 34,306 Registrable Shares, in the aggregate, pursuant
to the provisions of Paragraph 2 and Paragraph 3.
5. Registration Procedures.
5.1 Company Obligations. If and whenever the Company is required to
use its reasonable efforts to effect the registration of any Registrable Shares
under the Securities Act as provided in this Agreement, the Company shall, as
promptly as practicable:
(a) prepare and file with the SEC a registration statement with
respect to such Registrable Shares and use its reasonable efforts to cause such
registration statement to become effective as soon thereafter as reasonably
practicable. The Company will promptly notify Holder and, if requested by
Holder, confirm such advice in writing, (i) when such registration statement
becomes effective, (ii) when any post-effective amendment to such registration
statement becomes effective, and (iii) of any request by the SEC for any
amendment or supplement to such registration statement or any prospectus
relating thereto or for additional information;
(b) prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective for at least six
months (or for such shorter period in which Holder has sold all of the
Registrable Shares included in such registration statement) and to comply with
the provisions of the Securities Act with respect
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to the disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of disposition by
Holder set forth in such registration statement;
(c) furnish to Holder at least one copy of such registration statement
and of each amendment and supplement thereto (in each case including all
exhibits) and such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus) and of each
supplement thereto and of such other documents as Holder may reasonably request
in order to facilitate the disposition of the Registrable Shares by Holder;
(d) use its reasonable efforts to register or qualify the Registrable
Shares covered by the registration statement under such securities or blue sky
laws of any State of the United States as Holder or the managing underwriter, if
any, shall reasonably request, and do any and all other acts and things which
may be reasonably necessary or advisable to enable Holder and each underwriter,
if any, to consummate the disposition in such jurisdictions of the Registrable
Shares to be sold by Holder, except that the Company shall not for any such
purpose be required to qualify generally to do business as a foreign corporation
in any jurisdiction where, but for the requirements of this Paragraph 5.1(d), it
would not be obligated to be so qualified, to subject itself to taxation in any
such jurisdiction or to consent to general service of process in any such
jurisdiction;
(e) promptly notify Holder at any time when a prospectus is required
to be delivered under the Securities Act during the period mentioned in
Paragraph 5.1(b) and the Company becomes aware that the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing; and, at the request of Holder, promptly prepare and
furnish to Holder a reasonable number of copies of an amended or supplemental
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Shares, such prospectus 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 in
the light of the circumstances then existing; and
(f) make available for inspection by Holder, by any underwriter
participating in any disposition to be effected pursuant to such registration
statement and by any attorney, accountant or other agent retained by Holder or
any such underwriter, in each case upon receipt of an appropriate
confidentiality agreement, all financial and other records, corporate documents
and properties of the Company and its subsidiaries, and cause the Company's
officers and employees to supply all information, as may be
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reasonably requested by Holder or any such underwriter, attorney, accountant or
agent in connection with such registration statement.
5.2 Holder Obligations.
(a) In connection with any registration of Registrable Shares pursuant
to this Agreement, Holder shall furnish the Company in writing such information
and documents regarding Holder and the distribution of the Registrable Shares as
the Company may reasonably request, and Holder shall execute all questionnaires,
powers of attorney, indemnities, standstill agreements, hold-back agreements,
underwriting agreements and other documents required under the terms of
underwriting agreements as may be necessary or appropriate to effect the
registration of the Registrable Shares under the Securities Act and state
securities or blue sky laws, as reasonably determined by the Company.
(b) Holder agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Paragraph 5.1(e), Holder
shall forthwith discontinue disposition of Registrable Shares pursuant to the
registration statement covering such Registrable Shares until Holder's receipt
of copies of the supplemented or amended prospectus contemplated by Paragraph
5.1(e), and, if so directed by the Company, Holder shall deliver to the Company
all copies, other than permanent file copies then in Holder's possession, of the
prospectus covering such Registrable Shares in effect at the time of receipt of
such notice. In the event the Company shall give any such notice, the period
mentioned in Paragraph 5.1(b) shall be extended by the number of days during the
period from and including the date of the giving of such notice pursuant to
Paragraph 5.1(e) to and including the date when Holder shall have received the
copies of the supplemented or amended prospectus contemplated by Paragraph
5.1(e).
(c) If requested by the managing underwriter of any underwritten
offering of securities of the Company, Holder shall agree not to effect any
public sale or distribution of any Shares (except pursuant to the registration
statement), including any sale pursuant to Rule 144, during the ten-day period
prior to and the 90-day period following the effectiveness of the registration
statement relating to such offering.
5.3 Expenses. The Company shall pay all Registration Expenses in
connection with each registration of Registrable Shares pursuant to Paragraphs 2
or 3; provided, however, that (a) all underwriting discounts and commissions and
fees, discounts and commissions of brokers and dealers attributable to the
Registrable Shares shall be borne and paid by Holder, and (b) any other fees or
expenses incurred by any of the parties, including fees and expenses of
attorneys and accountants, shall be borne by the party that incurred them.
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6. Selection of Underwriters.
If any Registrable Securities are to be sold in an underwritten
offering pursuant to Paragraph 3, the managing underwriter of such offering
shall be designated by the Company. If any Registrable Securities are to be
sold in an underwritten offering pursuant to the provisions of Paragraph 2, the
managing underwriter of such offering shall be determined by the mutual
agreement of Holder and the Company; provided, however, in any event the
designation of such underwriter shall be reasonably satisfactory to the Company.
7. Indemnification.
7.1 Indemnification by the Company. In the event of any registration
of Registrable Shares under the Securities Act pursuant to this Agreement, the
Company shall indemnify and hold harmless, to the extent permitted by law,
Holder, each Person who participates as an underwriter in the offering or sale
of such securities and each other Person, if any, who controls any such
underwriter within the meaning of the Securities Act, against any and all
losses, claims, damages or liabilities to which Holder or such underwriter or
controlling Person may become subject under the Securities Act, common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions or
proceedings in respect thereof) arise out of or are based upon (a) any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under the
Securities Act, any preliminary, final or summary prospectus contained therein,
or any amendment or supplement thereto, or (b) 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 the Company shall reimburse
Holder and each such underwriter and controlling Person for any legal or any
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in respect
thereof) arises out of or is based upon any breach by the indemnified person of
its obligations under this Agreement, including, without limitation, those
contained in Paragraph 5.2, or any untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement or amendment
or supplement thereto or in any such preliminary, final or summary prospectus,
or amendment or supplement thereto, in reliance upon and in conformity with
information furnished to the Company by or on behalf of Holder or any such
underwriter or controlling Person for use in the preparation thereof; and
provided further, that the Company shall not be liable to Holder or any Person
who participates as an underwriter in the offering or sale of Registrable
Shares, or to any other Person who controls such underwriter within the meaning
of the Securities Act, under the indemnity agreement set forth in this Paragraph
7.1, with respect to any such untrue statement or omission in any
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preliminary prospectus or the final prospectus, or the final prospectus as
amended or supplemented, as the case may be, to the extent that any such loss,
claim, damage or liability of Holder or such underwriter or controlling Person
results from the fact that Holder or such underwriter sold Shares to a person to
whom there was not sent or given, at or prior to the written confirmation of
such sale, a copy of the final prospectus (including any documents incorporated
by reference therein) or of the final prospectus as then amended or supplemented
(including any documents incorporated by reference therein), whichever is most
recent, if the Company has previously furnished copies thereof to Holder or such
underwriter and such final prospectus, as then amended or supplemented, has
corrected any such untrue statement or omission. The indemnity provided for
herein shall remain in full force and effect regardless of any investigation
made by or on behalf of Holder or any such underwriter or controlling Person.
7.2 Indemnification by Holder. In the event of any registration of
Registrable Shares under the Securities Act pursuant to this Agreement, Holder
shall indemnify and hold harmless (in the same manner and to the same extent as
set forth in Paragraph 7.1) the Company, each director of the Company, each
officer of the Company who shall sign the registration statement and its
controlling Persons, if any, and all other prospective sellers and their
respective directors, officers and controlling Persons with respect to any
untrue statement or alleged untrue statement in or omission or alleged omission
from such registration statement, any preliminary, final or summary prospectus
contained therein, or any amendment or supplement thereto, if such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with information furnished to the Company by
or on behalf of Holder for use in the preparation of such registration
statement, preliminary, final or summary prospectus or amendment or supplement.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any of the other
prospective sellers or any of their respective directors, officers or
controlling Persons.
7.3 Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder shall (a) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification, and (b) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that any Person
entitled to indemnification hereunder shall have the right to employ separate
counsel and to participate in the defense of such claim, but the fees and
expenses of such counsel shall be at the expense of such Person and not of the
indemnifying party unless (a) the indemnifying party has agreed to pay such fees
or expenses, (b) the indemnifying party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such Person, or (c)
the Person to be indemnified shall have been advised by counsel in writing that
a conflict of interest exists between such Person and the indemnifying party
with respect to such claims (in which case, if the Person notifies the
indemnifying party in writing that such Person
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elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such claim
on behalf of such Person). The indemnifying party will not be subject to any
liability for any settlement made without its consent (but such consent will not
be unreasonably withheld). No indemnified party will be required to consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by all claimants or plaintiffs to such
indemnified party and its Affiliates of a release from all liability in respect
to such claim or litigation. Any indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim.
7.4 Other Indemnification. Indemnification similar to that specified
in the preceding subdivisions of this Paragraph 7 (with appropriate
modifications) shall be given by the Company to Holder and each underwriter of
Registrable Shares, and by Holder to the Company, with respect to any required
registration or other qualification of securities under any federal or state law
or regulation other than the Securities Act.
7.5 Contribution. If the indemnification provided for in Paragraphs
7.1, 7.2 or 7.4 is unavailable to a party that would have been an indemnified
party under any such Paragraph in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each party
that would have been an indemnifying party thereunder shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the indemnifying party, on the one hand, and
such indemnified party, on the other, in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statements of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or such
indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company agrees that it would not be just and equitable if contribution
pursuant to this Paragraph 7.5 were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in this Paragraph 7.5. The amount paid or payable by
an indemnified party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to in this Paragraph 7.5 shall include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim (which shall
be limited as provided in Paragraph 7.3). No person guilty of fraudulent
misrepresentation (within the meaning of Section ll(f)
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of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
8. General.
8.1 Assignment. The registration rights granted pursuant to this
Agreement are personal to Holder and may not be assigned by Holder to any person
or entity other than an Affiliate of Holder who agrees in writing to be bound by
the terms hereof.
8.2 Notices. All notices, requests, consents and other
communications under this Agreement shall be in writing and shall be delivered
by hand or facsimile or mailed by first-class certified or registered mail,
return receipt requested, postage prepaid, as follows:
(a) If to the Company, at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Secretary, or
facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, or at such other address or addresses as may have
been furnished in writing by the Company to Holder; or
(b) If to Holder, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or
facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇, or such other address or addresses as may have
been furnished to the Company in writing by Holder.
All such notices shall be deemed given when actually delivered by hand
or facsimile or, if mailed, three days after deposit in the U.S. mail properly
addressed in accordance with this Paragraph 8.2.
8.3 Registrable Shares. Any references in this Agreement to a
specified number of Registrable Shares shall be adjusted to give effect to any
stock dividends, stock splits or like capital adjustments effected after the
date hereof with respect to the Common Stock of the Company.
8.4 Delay of Registration. Holder shall not take, and Holder hereby
acknowledges and agrees that he shall not have any right to take, any action to
restrain, enjoin or otherwise delay any registration of securities of the
Company as a result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
8.5 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their permitted successors and
assigns. Except as otherwise specifically provided herein, this Agreement does
not create, and shall
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not be construed as creating, any rights enforceable by any Person not a party
to this Agreement.
8.6 General. This Agreement may be modified only by an agreement in
writing signed by all parties hereto. This Agreement constitutes the final
agreement of the parties concerning the matters herein and supersedes all prior
and contemporaneous agreements and understandings, whether oral or written,
between them respecting the subject matter hereof. This Agreement may be
executed in any number of counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same instrument.
Terms used herein in any number or gender include other numbers or genders, as
the contest may require. If any of the provisions of this Agreement are
determined to be illegal, invalid or otherwise unenforceable, in whole or in
part, they shall be deemed severable from, and shall in no way affect the
validity or enforceability of, the remaining provisions of this Agreement. This
Agreement shall be governed by and construed, interpreted and enforced under the
laws of the State of Delaware. Captions and paragraph headings used herein are
for convenience only and are not a part of this Agreement and shall not be used
in construing it.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth on the first page hereof.
Newpark Resources, Inc.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
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Holder:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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