Exhibit 10.5
ADVANCED DRILLING SERVICES, LLC
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is made as of May 7, 2007 by
and among ADVANCED DRILLING SERVICES, LLC., Delaware limited liability company (the “ Company ”)
and each INVESTOR executing a copy hereof (“ Investor ”).
WHEREAS, The Investors are parties to Subscription Agreements for the purchase of Class B
Membership Units of the Company, all in substantially similar form and collectively referred to herein as the “
Purchase Agreement ”, and it is a condition to the closing of the sale of the Class B Membership Interests to each
Investor that each Investor and the Company execute and deliver this Agreement.
WHEREAS, the Company intends to consummate a merger with a corporation (a “ Merger Successor ”),
and/or a subsidiary thereof, whose shares may become registered under the Exchange Act, pursuant to which the
Class B Membership Interests of the Company shall be exchanged for preferred stock (“ Preferred Stock ”) of
the Merger Successor, and the Company has agreed to undertake to use its commercially reasonable efforts to
cause such Merger Successor to register the Common Stock issuable upon conversion of the Preferred Stock
issuable to the Investors holding Class B Membership Interests under the terms set forth herein, which Agreement
shall be assumed by the Merger Successor in connection with the merger (such merger, the “ Qualified Merger
”).
WHEREAS, the closing of the Qualified Merger shall be contingent upon the simultaneous closing of a
merger (“ IMPCO Merger ”) of the Merger Successor and/or a subsidiary thereof and Inner Mongolia
Production Company LLC (“ IMPCO ”), pursuant to which, among other things, Class B Membership Interests
of IMPCO shall be exchanged for Preferred Stock of Merger Successor and the holders thereof shall enter into a
registration rights agreement with Merger Successor with substantially similar registration rights