Exhibit 10.3
JOINDER AGREEMENT TO REGISTRATION RIGHTS AGREEMENT
August 14, 2018
WHEREAS, reference is hereby made to (i) the Registration Rights Agreement, dated as of August 3, 2018 (the “Registration Rights Agreement”), by and between Comstock Escrow Corporation, a Nevada corporation (“Escrow Issuer”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of itself and as representative (the “Representative”) of the other Initial Purchasers and (ii) the Purchase Agreement, dated as of July 20, 2018 (the “Purchase Agreement”), by and among the Escrow Issuer, Comstock Resources, Inc. (“CRI”), the guarantors party thereto and the Representative;
WHEREAS, the Purchase Agreement contemplates that immediately prior to the Escrow Release on the Escrow Release Date, (i) the Escrow Issuer will merge with and into CRI, with CRI continuing as the surviving corporation in the merger and assuming all obligations of the Escrow Issuer under the Purchase Agreement and the Registration Rights Agreement, (ii) CRI will agree to join the Registration Rights Agreement as the Company pursuant to this agreement (this “Joinder Agreement”) and (iii) each subsidiary of CRI that is a signatory hereto (each, a “Guarantor”) will agree to join the Registration Rights Agreement as a Guarantor pursuant to this Joinder Agreement; and
WHEREAS, this Joinder Agreement is being executed on the Escrow Release Date by CRI and each of the Guarantors (each a “Joinder Party” and collectively, the “Joinder Parties”) in order for such party to become party to the Registration Rights Agreement.
Unless otherwise defined herein, terms defined in the Registration Rights Agreement and used herein shall have the meanings given them in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing, each Joinder Party agrees for the benefit of the Initial Purchasers as follows:
1.Joinder. Each Joinder Party hereby agrees to (i) join and become a party to the Registration Rights Agreement as indicated by its signature below, (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to such Joinder Party under the Registration Rights Agreement, as if such Joinder Party was a party thereto as of the date of the Registration Rights Agreement and (iii) perform all obligations and duties as are required of it (including those obligations and duties of an indemnifying party) pursuant to the Registration Rights Agreement.
2.Representations and Warranties of each Joinder Party. Each Joinder Party hereby acknowledges that it has received a copy of the Registration Rights Agreement. Each Joinder Party, jointly and severally, hereby represents, warrants and covenants to each Initial Purchaser that it has all the requisite corporate, limited partnership or limited liability company, as applicable, power and authority to execute, deliver and perform its obligations under this Joinder Agreement and to consummate the transaction contemplated hereby and by the Registration Rights Agreement. Each Joinder Party hereby represents and warrants that the
