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EXHIBIT
10.5




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into on February 1,
2006, by and among Petrohawk Energy Corporation (the “Company”), on the one hand, and Lehman
Brothers Inc. (“Lehman”) and Friedman, Billings, Ramsey & Co., Inc. (“FBR” and, together with
Lehman, the “Agents”) for the benefit of the Holders (as hereinafter defined), on the other hand.



W I T N E S S E T H :




     WHEREAS, the Company and the Agents entered into the Placement Agreement dated as of January
25, 2006 (the “Placement Agreement”), in connection with which on February 1, 2006, the Company
sold 13,000,000 newly issued shares (the “Shares”) of the Company’s common stock, par value $0.001
(the “Common Stock”), with the Agents acting as placement agents;



     WHEREAS, to induce the Agents to enter into the Placement Agreement, the Company has agreed to
provide the registration rights provided for in this Agreement for the holders of Registrable
Shares (as defined below); and



     WHEREAS, the execution of this Agreement is a condition to the closing of the transactions
contemplated by the Placement Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties
hereto, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



1. Definitions. As used in this Agreement, the following terms shall have the following
meanings:



     “Additional Payments” is defined in Section 7(a).



     “Additional Shares” means shares or other securities issued in respect of the Shares by reason
of or in connection with any stock dividend, stock distribution, stock split or similar issuance.



     “Agreement” is defined in the introductory paragraph of this Agreement.



     “Affiliate” means, as to any specified Person, (i) any Person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under common control with,
the specified Person, (ii) any executive officer, director, trustee or general partner of the
specified Person and (iii) any legal entity for which the specified Person acts as an executive
officer, director, trustee or general partner. For purposes of this definition, “control”
(including the correlative meanings of the terms “controlled by” and “under common control with”),
as used with respect to any Person, shall mean the possession, directly, or indirectly through one
or more intermediaries, of the power to direct or cause the direction of the management and
policies of such Person, whether by contract, through the ownership of voting securities,
partnership interests or other equity interests or otherwise.



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     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on
which banking institutions in New York, New York are authorized or obligated by applicable law,
regulation or executive order to close.



     “Closing Date” means the Closing Date as defined in the Placement Agreement.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” is defined in the first recital clause of this Agreement.



     “Company” is defined in the introductory paragraph of this Agreement, and any successor
thereto.



     “Controlling Person” is defined in Section 6(a).



     “End of Suspension Notice” is defined in Section 5(b).



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated by the Commission pursuant thereto.



     “FBR” as defined in the introductory paragraph of this Agreement, and any successor thereto.



     “Holder” means each record owner of any Registrable Shares from time to time.



     “Indemnified Party” is defined in Section 6(c).



     “Indemnifying Party” is defined in Section 6(c).



     “Lehman” as defined in the introductory paragraph of this Agreement, and any successor
thereto.



     “Liabilities” is defined in Section 6(a).



     “Mandatory Registration Statement” means the Mandatory Shelf Registration Statement or any
Subsequent Shelf Registration Statement.



     “Mandatory Shelf Registration Statement” is defined in Section 2(a).



     “NASD” means the National Association of Securities Dealers, Inc.



     “Person” means an individual, limited liability company, partnership, corporation, trust,
unincorporated organization, government or agency or political subdivision thereof, or any other
legal entity.



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     “Piggyback Registration Statement” is defined in Section 2(b).



     “Placement Agreement” is defined in the first recital clause of this Agreement.



     “Prospectus” means the prospectus included in any Registration Statement, including any
preliminary prospectus, and all other amendments and supplements to any such prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference, if any, in such prospectus.



     “Purchaser Indemnitee” is defined in Section 6(a).



     “Registrable Shares” means the Shares and any Additional Shares in respect thereof, upon
original issuance thereof, and at all times subsequent thereto, including upon the transfer thereof
by the original holder or any subsequent holder, until, in the case of any such Shares or
Additional Shares, as applicable, the earliest to occur of:




     (i) the date on which they have been sold pursuant to a Registration Statement
or sold pursuant to Rule 144;




     (ii) the date on which they are saleable, in the opinion of counsel to the
Company, without registration under the Securities Act pursuant to Rule 144(k);




     (iii) the date on which they are saleable, without restriction, pursuant to an
available exemption from registration under the Securities Act; or




     (iv) the date on which they are sold to the Company or its subsidiaries.



     “Registration Default” is defined in Section 7(a).



     “Registration Expenses” means any and all expenses incident to the performance of or
compliance with this Agreement, including: (i) all Commission, securities exchange, NASD
registration, listing, inclusion and filing fees, (ii) all fees and expenses incurred in connection
with compliance with international, federal or state securities or blue sky laws (including any
registration, listing and filing fees and reasonable fees and disbursements of counsel in
connection with blue sky qualification of any of the Registrable Shares and the preparation of a
blue sky memorandum and compliance with the rules of the NASD), (iii) all expenses of any Persons
in preparing or assisting in preparing, word processing, duplicating, printing, delivering and
distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any
underwriting agreements, securities sales agreements, certificates and any other documents relating
to the performance under and compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing or inclusion of any of the Registrable Shares on the NASDAQ Stock
Market pursuant to Section 4(n) of this Agreement, (v) the fees and disbursements of counsel for
the Company and of the independent public accountants of the Company (including the expenses of any
special audit and “cold comfort” letters required by or incident to such performance), and (vi) any
fees and disbursements customarily paid in issues and sales of securities (including the fees and
expenses of any experts retained by the Company



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in connection with any Registration Statement), provided, however, that Registration Expenses
shall exclude brokers’ or underwriters’ discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Shares by a Holder and the fees and
disbursements of any counsel to the Holders other than as provided for in clause (v) above.



     “Registration Statement” means any Mandatory Registration Statement or Piggyback Registration
Statement.



     “Rule 144”, “Rule 158”, “Rule 415”, or “Rule 424”, respectively, means such specified rule
promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time
to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement
thereto having substantially the same effect as such rule.



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder.



     “Shares” is defined in the first recital clause of this Agreement.



     “Subsequent Shelf Registration Statement” is defined in Section 2(c).



     “Suspension Event” is defined in Section 5(b).



     “Suspension Notice” is defined in Section 5(b).



     “Underwritten Offering” means a sale of securities of the Company to an underwriter or
underwriters for reoffering to the public.



2. Registration Rights.




     (a) Mandatory Shelf Registration. As set forth in Section 4, the Company will file
and cause to be effective with the Commission as soon as reasonably practicable, but in any event
no later than 75 days after the Closing Date, a shelf registration statement on Form S-3 or such
other form under the Securities Act then available to the Company providing for the resale pursuant
to Rule 415 from time to time by the Holders of any and all Registrable Shares (including any
Additional Shares that are issued before the effectiveness of such shelf registration statement)
(including the Prospectus, amendments and supplements to such registration statement or Prospectus,
including pre- and post-effective amendments, all exhibits thereto and all material incorporated by
reference or deemed to be incorporated by reference, if any, in such registration statement, the
“Mandatory Shelf Registration Statement”).



               (i) Effectiveness and Scope. The Company shall use its commercially reasonable
efforts to cause any Mandatory Registration Statement to be declared effective by the Commission as
soon as reasonably practicable following such filing, and to remain effective until the earlier of
(A) the second anniversary of the effective date of the initial Mandatory Shelf Registration
Statement (subject to extension pursuant to Section 5(c)) (provided that in such case each Holder
shall have received a certificate with all restrictive legends removed as a result of the
applicable Registrable Shares being freely transferable under Rule 144(k)), and (B) the date



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on which all Shares and any Additional Shares in respect thereof cease to be Registrable
Shares. Any Mandatory Shelf Registration Statement shall provide for the resale from time to time,
and pursuant to any method or combination of methods legally available (including, without
limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or
agents, or a sale over the internet) by the Holders of any and all Registrable Shares.



               (ii) Underwriting. If any Holder proposes to conduct an Underwritten Offering under a
Mandatory Shelf Registration Statement, such Holder shall advise the Company and all other Holders
of the managing underwriters for such proposed Underwritten Offering, such managing underwriters to
be subject to the approval of the Company, not to be unreasonably withheld. In such event, the
Company shall enter into an underwriting agreement in customary form with the managing
underwriters, which shall include, among other provisions, indemnities to the effect and to the
extent provided in Section 6, and shall take all such other reasonable actions as are requested by
the managing underwriter to expedite or facilitate the registration and disposition of the
Registrable Shares included in such Underwritten Offering; provided, however, that the Company
shall be required to cause appropriate officers of the Company or its Affiliates to participate in
a “road show” or similar marketing effort being conducted by such underwriter with respect to such
Underwritten Offering only if the Holders reasonably anticipate gross proceeds from such
Underwritten Offering of at least $20 million. All Holders proposing to distribute their
Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in
customary form with the managing underwriters selected for such underwriting and complete and
execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other
documents reasonably required under the terms of such underwriting, and furnish to the Company such
information in writing as the Company may reasonably request for inclusion in the Registration
Statement; provided, however, that no Holder shall be required to make any representations or
warranties to or agreements with the Company or the underwriters other than representations,
warranties or agreements as are customary and reasonably requested by the underwriters.
Notwithstanding any other provision of this Agreement, if the managing underwriters determine in
good faith that marketing factors require a limitation on the number of shares to be included in
such Underwritten Offering, then the managing underwriters may exclude shares (including
Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten
Offering shall be allocated to each of the Holders requesting inclusion of their Registrable Shares
in such Underwritten Offering on a pro rata basis based on the total number of Registrable Shares
then held by each such Holder which is requesting inclusion.



               (iii) Selling Stockholder Questionnaires. Each Holder wishing to sell Registrable
Shares under a Mandatory Shelf Registration Statement and related Prospectus must deliver a written
notice, substantially in form and substance of Annex A (a “Notice and Questionnaire”), to the
Company. The Company shall mail the Notice and Questionnaire to the Holders no later than the date
of initial filing of the Mandatory Shelf Registration Statement with the Commission. No Holder
shall be entitled to be named as a selling securityholder in the Mandatory Shelf Registration
Statement as of the initial effective date of the Mandatory Shelf Registration Statement, and no
Holder may use the Prospectus forming a part thereof for resales of Registrable Shares at any time,
unless such Holder has returned a completed and signed Notice and Questionnaire to the Company by
the deadline for response set forth therein; provided, however, Holders shall have at least 20
calendar days from the date on which the



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Notice and Questionnaire is first mailed to such Holders to return a completed and signed
Notice and Questionnaire to the Company. Notwithstanding the foregoing, (x) upon the request of any
Holder that did not return a Notice and Questionnaire on a timely basis or did not receive a Notice
and Questionnaire because it was a subsequent transferee of Registrable Shares after the Company
mailed the Notice and Questionnaire, the Company shall distribute a Notice and Questionnaire to
such Holder at the address set forth in the request and (y) upon receipt of a properly completed
Notice and Questionnaire from such Holder, the Company shall use all commercially reasonable
efforts to name such Holder as a selling securityholder in the Mandatory Shelf Registration
Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if
permitted by the Commission, by means of a Prospectus supplement to the Mandatory Shelf
Registration Statement; provided, however, that the Company will have no obligation to add Holders
to the Shelf Mandatory Registration Statement as selling securityholders more frequently that one
time per every 30 calendar days.



     (b) Piggyback Registration. If, after the date hereof, the Company proposes to file a
registration statement under the Securities Act providing for an Underwritten Offering offering of
the Company’s securities (including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all
material incorporated by reference or deemed to be incorporated by reference, if any, in such
registration statement for an Underwritten Offering, the “Piggyback Registration Statement”), the
Company will notify each Holder of the proposed filing and afford each Holder an opportunity to
include in such Piggyback Registration Statement all or any part of the Registrable Shares then
held by such Holder. Each Holder desiring to include in any such Piggyback Registration Statement
all or part of the Registrable Shares held by such Holder shall, within ten days after delivery of
the above-described notice by the Company, so notify the Company in writing, and in such notice
shall inform the Company of the number of Registrable Shares such Holder wishes to include in such
Piggyback Registration Statement and provide, as a condition to such inclusion, such information
regarding itself, the Registrable Shares held by it and the intended method of disposition of such
securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect
the registration of the Registrable Shares. Any election by any Holder to include any Registrable
Shares in such Piggyback Registration Statement will not affect the inclusion of such Registrable
Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold
under the Piggyback Registration Statement; provided, however, that at such time, the Company may
remove from the Mandatory Shelf Registration Statement the Registrable Shares sold under the
Piggyback Registration Statement.



               (i) Right to Terminate Piggyback Registration. At any time, the Company may terminate
or withdraw any Piggyback Registration Statement referred to in this Section 2(b), and without any
obligation to any such Holder whether or not any Holder has elected to include Registrable Shares
in such registration. The Company may suspend the effectiveness and use of any Piggyback
Registration Statement at any time for an unlimited amount of time whether or not any Holder has
elected to include Registrable Shares in such registration.



               (ii) Underwriting. The Company shall advise the Holders of the managing underwriters
for any Underwritten Offering proposed under the Piggyback Registration Statement. The right of
any such Holder’s Registrable Shares to be included in any Piggyback



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Registration Statement pursuant to this Section 2(b) shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Shares
in the Underwritten Offering to the extent provided herein. All Holders proposing to distribute
their Registrable Shares through such Underwritten Offering shall enter into an underwriting
agreement in customary form with the managing underwriters selected for such underwriting and
complete and execute any questionnaires, powers of attorney, indemnities, securities escrow
agreements and other documents reasonably required under the terms of such underwriting, and
furnish to the Company such information in writing as the Company may reasonably request for
inclusion in the Registration Statement; provided, however, that no Holder shall be required to
make any representations or warranties to or agreements with the Company or the underwriters other
than representations, warranties or agreements as are customary and reasonably requested by the
underwriters. Notwithstanding any other provision of this Agreement, if the managing underwriters
determine in good faith that marketing factors require a limitation on the number of shares to be
included, then the managing underwriters may exclude shares (including Registrable Shares) from the
Piggyback Registration Statement and the Underwritten Offering, and any Shares included in the
Piggyback Registration Statement and the Underwritten Offering shall be allocated, first,
to (a) the Company if the Underwritten Offering involves a primary offering of the Company’s
securities or (b) to the holder demanding registration if the Underwritten Offering is on behalf of
a selling securityholder, and second, to each of the Holders (and the Company if a selling
security holder is causing such registration under (b) above) requesting inclusion of their
Registrable Shares in such Piggyback Registration Statement on a pro rata basis based on the total
number of Registrable Shares then held by each such Holder (or proposed to be included in the case
of the Company) which is requesting inclusion. If any Holder disapproves of the terms of any
Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company
and the underwriter, delivered at least 10 Business Days prior to the effective date of the
Piggyback Registration Statement. Any Registrable Shares excluded or withdrawn from such
Underwritten Offering shall be excluded and withdrawn from the Piggyback Registration Statement.



               (iii) Hold-Back Agreement. By electing to include Registrable Shares in the Piggyback
Registration Statement, if any, the Holder shall be deemed to have agreed not to effect any sale or
distribution of securities of the Company of the same or similar class or classes of the securities
included in the Registration Statement or any securities convertible into or exchangeable or
exercisable for such securities, including a sale pursuant to Rule 144, during such periods as
reasonably requested (but in no event for longer than 45 days following the effective date of the
Piggyback Registration Statement, provided each executive officer and director of the Company that
holds shares of Common Stock or securities convertible into or exchangeable or exercisable for
shares of Common Stock are subject to the same restriction for the entire time period required of
the Holders hereunder) by the representatives of the underwriters, if an Underwritten Offering.



               (iv) Mandatory Shelf Registration not Impacted by Piggyback Registration Statement.
The Company’s obligation to file any Mandatory Shelf Registration Statement shall not be affected
by the filing or effectiveness of the Piggyback Registration Statement.



     (c) Subsequent Shelf Registration for Additional Shares Issued after Effectiveness of the
Mandatory Shelf Registration Statement. If any Additional Shares are issued or distributed



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to Holders after the effectiveness of the Mandatory Shelf Registration Statement, or such
Additional Shares were otherwise not included in a prior Registration Statement, then the Company
shall as soon as practicable file an additional shelf registration statement (including the
Prospectus, amendments and supplements to such registration statement or Prospectus, including pre-
and post-effective amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference, if any, in such registration statement, a “Subsequent Shelf
Registration Statement”) covering such Additional Shares on behalf of the Holders thereof in the
same manner, and subject to the same provisions in this Agreement as the Mandatory Shelf
Registration Statement.



     (d) Expenses. The Company shall pay all Registration Expenses in connection with the
registration of the Registrable Shares under this Agreement. Each Holder participating in a
registration under this Section 2 shall bear such Holder’s proportionate share (based on the total
number of Registrable Shares sold in such registration) of all discounts and commissions payable to
underwriters or brokers and all transfer taxes in connection with a registration of Registrable
Shares pursuant to this Agreement and any other expense of the Holders not specifically allocated
to the Company under this Agreement relating to the sale or disposition of such Holder’s
Registrable Shares under any Registration Statement.



3. Rule 144 Reporting.




     With a view to making available the benefits of certain rules and regulations of the
Commission that may permit the sale of the Registrable Shares to the public without registration,
the Company agrees to, so long as any Holder owns any Registrable Shares:



     (a) make and keep public information available, as those terms are understood and defined in
Rule 144(c) under the Securities Act;



     (b) use its commercially reasonable efforts to file with the Commission in a timely manner all
reports and other documents required to be filed by the Company under the Securities Act and the
Exchange Act; and



     (c) furnish to any Holder promptly upon request a written statement by the Company as to its
compliance in all material respects with the reporting requirements of Rule 144 and of the Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and such other reports
and documents of the Company, and take such reasonable further actions consistent with this Section
3, as a Holder may reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such Registrable Shares without registration.



4. Registration Procedures.




     In connection with the obligations of the Company with respect to any registration pursuant to
this Agreement, the Company shall:



     (a) prepare and file with the Commission, as specified in this Agreement, each Registration
Statement, which Registration Statement shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements required by the Commission
to be filed therewith, and use its commercially reasonable efforts to



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cause any Mandatory Registration Statement to become and remain effective as set forth in
Section 2(a)(i) hereof; provided, however, that the Company shall not be required to cause any
Piggyback Registration Statement to become or remain effective;



     (b) subject to Section 4(i), (i) prepare and file with the Commission such amendments and
post-effective amendments to each such Registration Statement as may be necessary to keep such
Registration Statement effective for the period described in Section 4(a), (ii) cause each
Prospectus contained therein to be supplemented by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 or any similar rule that may be adopted under the
Securities Act, and (iii) comply in all material respects with the provisions of the Securities Act
with respect to the disposition of all securities covered by each Registration Statement during the
applicable period in accordance with the intended method or methods of distribution by the selling
Holders thereof;



     (c) furnish to the Holders, without charge, a copy of each Prospectus, including each
preliminary Prospectus, and any amendment or supplement thereto and such other documents as such
Holder may reasonably request;



     (d) use its commercially reasonable efforts to register or qualify, or obtain exemption from
registration or qualification for, all Registrable Shares by the time the applicable Registration
Statement is declared effective by the Commission under all applicable state securities or “blue
sky” laws of such domestic jurisdictions as either Agent or any Holder covered by a Registration
Statement shall reasonably request in writing, keep each such registration or qualification or
exemption effective during the period such Registration Statement is required to be kept effective
pursuant to Section 4(a) and do any and all other acts and things that may be reasonably necessary
or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such
Registrable Shares owned by such Holder; provided, however, that the Company shall not be required
to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in
such jurisdiction where it would not otherwise be required to qualify but for this Section 4(d),
(ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of
process in any such jurisdiction;



     (e) use its commercially reasonable efforts to cause all Registrable Shares covered by such
Registration Statement to be registered and approved by such other domestic governmental agencies
or authorities, if any, as may be necessary to enable the Holders thereof to consummate the
disposition of such Registrable Shares;



     (f) notify each Agent and each Holder with Registrable Shares covered by a Registration
Statement promptly and, if requested by either Agent or any such Holder, confirm such advice in
writing (i) when such Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any
state securities authority of any stop order suspending the effectiveness of such Registration
Statement or the initiation of any proceedings for that purpose, (iii) of any request by the
Commission or any other federal or state governmental authority for amendments or supplements to
such Registration Statement or related Prospectus or for additional information, and (iv) of the
happening of any event while such Registration Statement is effective as a result of which such
Registration Statement or the related Prospectus or any



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document incorporated by reference therein contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to make the statements
therein not misleading (which information shall be accompanied by an instruction to suspend the use
of the Registration Statement and the Prospectus until the requisite changes have been made);



     (g) during the period referred to in Section 4(a), use its commercially reasonable efforts to
avoid the issuance of, or if issued, to obtain the withdrawal of, any order enjoining or suspending
the use or effectiveness of a Registration Statement or suspending the qualification (or exemption
from qualification) of any of the Registrable Shares for sale in any jurisdiction, as promptly as
practicable;



     (h) upon request, furnish to each requesting Holder with Registrable Shares covered by a
Registration Statement, without charge, at least one conformed copy of such Registration Statement
and any post-effective amendment or supplement thereto (without documents incorporated therein by
reference or exhibits thereto, unless requested);



     (i) except as provided in Section 5, upon the occurrence of any event contemplated by Section
4(f)(iv), use its commercially reasonable efforts to promptly prepare a supplement or
post-effective amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that, as thereafter
delivered to the purchasers of the Registrable Shares, such Prospectus will 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 light of the circumstances under which they were
made, not misleading, and, upon request, promptly furnish to each requesting Holder a copy of each
such supplement or post-effective amendment;



     (j) if requested by the representative of the underwriters, if any, or any Holders of
Registrable Shares being sold in connection with an Underwritten Offering, (i) promptly incorporate
in a Prospectus supplement or post-effective amendment such material information as the
representative of the underwriters, if any, or such Holders indicate relates to them or otherwise
reasonably request be included therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as practicable after the Company has received
notification of the matters to be incorporated in such Prospectus supplement or post-effective
amendment;



     (k) in the case of an Underwritten Offering, use its commercially reasonable efforts to
furnish or caused to be furnished to each Holder of Registrable Shares covered by such Registration
Statement and the underwriters a signed counterpart, addressed to each such Holder and the
underwriters, of: (i) an opinion of counsel for the Company, dated the date of each closing under
the underwriting agreement, reasonably satisfactory to the underwriters; and (ii) a “comfort”
letter, dated the effective date of such Registration Statement and the date of each closing under
the underwriting agreement, signed by the independent public accountants who have certified the
Company’s financial statements included in such Registration Statement, covering substantially the
same matters with respect to such Registration Statement (and the Prospectus included therein) and
with respect to events subsequent to the date of such financial statements, as are customarily
covered in accountants’ letters delivered to underwriters in



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underwritten public offerings of securities, and such other financial matters as the
underwriters may reasonably request and customarily obtained by underwriters in underwritten
offerings; provided that, in order to be an addressee of the comfort letter, each Holder may be
required to confirm that it is in the category of persons to whom a comfort letter may be delivered
in accordance with applicable accounting literature;



     (l) enter into customary agreements (including in the case of an Underwritten Offering, an
underwriting agreement in customary form) and take all other action in connection therewith in
order to expedite or facilitate the distribution of the Registrable Shares included in such
Registration Statement and, in the case of an Underwritten Offering, make representations and
warranties to the underwriters in such form and scope as are customarily made by issuers to
underwriters in underwritten offerings consistent with representations and warranties made by the
Company in public or private offerings and confirm the same to the extent customary if and when
requested;



     (m) in connection with an Underwritten Offering, use its commercially reasonable efforts to
make available for inspection by the representative of any underwriters participating in any
disposition pursuant to a Registration Statement, all financial and other records, pertinent
corporate documents and properties of the Company and cause the respective officers, directors and
employees of the Company to supply all information reasonably requested by any such
representatives, the representative of the underwriters, counsel thereto or accountants in
connection with a Registration Statement; provided, however, that such records, documents or
information that the Company determines, in good faith, to be confidential and notifies such
representatives, representative of the underwriters, counsel thereto or accountants are
confidential shall not be disclosed by the representatives, representative of the underwriters,
counsel thereto or accountants unless (i) the disclosure of such records, documents or information
is necessary to avoid or correct a misstatement or omission in a Registration Statement or
Prospectus, (ii) the release of such records, documents or information is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, or (iii) such records, documents or
information have been generally made available to the public; provided further, that to the extent
practicable, the foregoing inspection and information gathering shall be coordinated on behalf of
the Holders and the other parties entitled thereto by one counsel designated by and on behalf of
the Holders and the other parties, which counsel the Company determines in good faith is reasonably
acceptable;



     (n) use its commercially reasonable efforts (including seeking to cure in the Company’s
listing or inclusion application any deficiencies cited by the exchange or market) to list or
include all Registrable Shares on any securities exchange or the Nasdaq Stock Market on which the
Common Stock is then listed or included;



     (o) prepare and file in a timely manner all documents and reports required by the Exchange Act
and, to the extent the Company’s obligation to file such reports pursuant to Section 15(d) of the
Exchange Act expires prior to the expiration of the effectiveness period of the Registration
Statement as required by Section 4(a) hereof, the Company shall register the Registrable Shares
under the Exchange Act and shall maintain such registration through the effectiveness period
required by Section 4(a) hereof;



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     (p) (i) otherwise use its commercially reasonable efforts to comply in all material respects
with all applicable rules and regulations of the Commission, (ii) make generally available to its
stockholders, as soon as reasonably practicable, earnings statements covering at least 12 months
that satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and
(iii) delay filing any Registration Statement or Prospectus or amendment or supplement to such
Registration Statement or Prospectus to which any Holder of Registrable Shares covered by any
Registration Statement shall have reasonably objected on the grounds that such Registration
Statement or Prospectus or amendment or supplement does not comply in all material respects with
the requirements of the Securities Act, such Holder having been furnished with a copy thereof at
least two Business Days prior to the filing thereof, provided that the Company may file such
Registration Statement or Prospectus or amendment or supplement following such time as the Company
shall have made a good faith effort to resolve any such issue with the objecting Holder and shall
have advised the Holder in writing of its reasonable belief that such filing complies in all
material respects with the requirements of the Securities Act;



     (q) cause to be maintained a registrar and transfer agent for all Registrable Shares covered
by any Registration Statement from and after a date not later than the effective date of such
Registration Statement; and



     (r) in connection with any sale or transfer of the Registrable Shares (whether or not pursuant
to a Registration Statement) that will result in the securities being delivered no longer
constituting Registrable Shares, cooperate with the Holders and the representative of the
underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing the Registrable Shares to be sold, which certificates shall not bear any transfer
restrictive legends, and to enable such Registrable Shares to be in such denominations and
registered in such names as the representative of the underwriters, if any, or the Holders may
request at least three Business Days prior to any sale of the Registrable Shares.



     The Company may require the Holders to furnish to the Company such information regarding the
proposed distribution by such Holder as the Company may from time to time reasonably request in
writing or as shall be required to effect the registration of the Registrable Shares, and no Holder
shall be entitled to be named as a selling stockholder in any Registration Statement and no Holder
shall be entitled to use the Prospectus forming a part thereof if such Holder does not provide such
information to the Company. Each Holder further agrees to furnish promptly to the Company in
writing all information required from time to time to make the information previously furnished by
such Holder not misleading.



     Each Holder agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv), such Holder will
immediately discontinue disposition of Registrable Shares pursuant to a Registration Statement
until (i) any such stop order is vacated or (ii) if an event described in Section 4(f)(iii) or
4(f)(iv) occurs, such time as the Prospectus supplement or amendment has been filed and the Company
has notified the Holder that it may make sales under such Registration Statement.



12









 





5. Suspension Period.




     (a) Subject to the provisions of this Section 5 and a good faith determination by a majority
of the Board of Directors of the Company that it is in the best interests of the Company to suspend
the use of any Mandatory Registration Statement, following the effectiveness of such Mandatory
Registration Statement (and the filings with any international, federal or state securities
commissions), the Company, by written notice to the Agents and the Holders, may direct the Holders
to suspend sales of the Registrable Shares pursuant to such Mandatory Registration Statement for
such times as the Company reasonably may determine is necessary and advisable (but in no event for
more than 45 days in any 90-day period or more than 60 days in any 12-month period), if any of the
following events (each a “Suspension Event”) shall occur: (I) an Underwritten Offering of common
stock by the Company, if the Company is advised by the underwriters that the concurrent resale of
Registrable Shares by the Holders under the Mandatory Registration Statement would have a material
adverse effect on such offering, or (II) pending discussions relating to, or the consummation of, a
transaction or the occurrence of an event (x) that would require additional disclosure of material
information by the Company in the Mandatory Registration Statement (or such filings) and which has
not been so disclosed, (y) as to which the Company has a bona fide business purpose for preserving
confidentiality, or (z) that renders the Company unable to comply with Commission requirements, in
each case under circumstances that would make it impractical or inadvisable to promptly amend or
supplement the Mandatory Registration Statement on a post-effective basis, as applicable. Upon the
earlier to occur of (i) the Company delivering to the Holders and the Agents an End of Suspension
Notice, as hereinafter defined, or (ii) the end of the maximum permissible suspension period, the
Company shall use its commercially reasonable efforts to promptly amend or supplement the Mandatory
Registration Statement on a post-effective basis, if necessary, or to take such action as is
necessary to make resumed use of the Mandatory Registration Statement compatible with the Company’s
best interests, as applicable, so as to permit the Holders to resume sales of the Registrable
Shares as soon as possible. The Company may suspend the effectiveness and use of any Piggyback
Registration Statement at any time for an unlimited amount of time.



     (b) Upon a Suspension Event, the Company shall give written notice (a “Suspension Notice”) to
the Holders to suspend sales of the Registrable Shares, and such notice shall state that such
suspension shall continue only for so long as the Suspension Event or its effect is continuing and
the Company is taking all reasonable steps to terminate suspension of the effectiveness of the
Registration Statement as promptly as possible. No Holder shall effect any sales of the
Registrable Shares pursuant to such Registration Statement (or such filings) at any time after it
has received a Suspension Notice and prior to receipt of an End of Suspension Notice (as defined
below). The Holders may recommence effecting sales of the Registrable Shares under the
Registration Statement (or such filings) following further notice to such effect (an “End of
Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the Company
to the Holders and the Agent in the manner described above promptly following the conclusion of any
Suspension Event and its effect.



     (c) Notwithstanding any provision herein to the contrary, if the Company gives a Suspension
Notice pursuant to this Section 5 with respect to any Mandatory Registration Statement, the Company
shall extend the period during which such Mandatory Registration Statement shall be maintained
effective under this Agreement by the number of days during the



13









 





period from the date of the giving of the Suspension Notice to and including the date when
Holders shall have received the End of Suspension Notice and copies of the supplemented or amended
Prospectus necessary to resume sales; provided such period of time shall not be extended beyond the
date that Shares or Additional Shares are not Registrable Shares.



6. Indemnification and Contribution.




     (a) The Company agrees to indemnify and hold harmless (i) each Agent and each Holder, (ii)
each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act) any of the foregoing (a “Controlling Person”), and (iii) the
respective officers, directors, partners, members, employees, representatives and agents of each
Agent and each Holder or any Controlling Person (any Person referred to in clause (i), (ii) or
(iii) may hereinafter be referred to as an “Purchaser Indemnitee”) from and against any and all
losses, claims, damages, judgments, actions, reasonable out-of-pocket expenses, and other
liabilities, including, without limitation and as incurred, reimbursement of all reasonable costs
of investigating, preparing, pursuing or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of outside counsel to any Purchaser Indemnitee, joint or several (the
“Liabilities”), directly or indirectly related to, based upon, arising out of or in connection with
any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (as amended or supplemented if the Company has timely filed any amendments
or supplements thereto), or any preliminary Prospectus or any other document prepared by the
Company used to sell the Registrable Shares, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein (in the
case of a Prospectus, in light of the circumstances under which they were made), not misleading,
except insofar as such Liabilities arise out of or are based upon (i) any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in conformity with
information relating to any Purchaser Indemnitee furnished to the Company or any underwriter in
writing by such Purchaser Indemnitee expressly for use therein, or (ii) any sales by any Holder
after the delivery by the Company to such Holder of a Suspension Notice and before the delivery by
the Company of an End of Suspension Notice. The indemnity provided for herein shall remain in full
force and effect regardless of any investigation made by or on behalf of any Purchaser Indemnitee.



     (b) In connection with any Registration Statement in which a Holder is participating, such
Holder agrees, severally and not jointly, to indemnify and hold harmless each Agent, the Company,
each Person who controls the Company or each Agent within the meaning of Section 15 of the
Securities Act or Section 20(a) of the Exchange Act, and the respective officers, directors,
partners, members, representatives, employees and agents of such Person or Controlling Person to
the same extent as the foregoing indemnity from the Company to each Purchaser Indemnitee, but only
with reference to (i) untrue statements or omissions or alleged untrue statements or omissions made
in reliance upon and in strict conformity with information relating to such Holder furnished to the
Company in writing by such Holder expressly for use in any Registration Statement or Prospectus,
any amendment or supplement thereto, or any preliminary Prospectus and (ii) any sales by any Holder
after the delivery by the Company to such Holder of a Suspension Notice and before the delivery by
the Company of an End of Suspension Notice. The liability of any Holder pursuant to clause (i) of
the immediately



14









 





preceding sentence shall in no event exceed the net proceeds received by such Holder from
sales of Registrable Shares giving rise to such obligations. If the Holder elects to include
Registrable Shares in an Underwritten Offering, the Holder shall be required to agree to such
customary indemnification provisions as may reasonably be required by the underwriter in connection
with such Underwritten Offering.



     (c) If any suit, action, proceeding (including any governmental or regulatory investigation),
claim or demand shall be brought or asserted against any Person in respect of which indemnity may
be sought pursuant to Section 6(a) or 6(b), such Person (the “Indemnified Party”), shall promptly
notify the Person against whom such indemnity may be sought (the “Indemnifying Party”), in writing
of the commencement thereof (but the failure to so notify an Indemnifying Party shall not relieve
it from any liability which it may have under this Section 6, except to the extent the Indemnifying
Party is materially prejudiced by the failure to give notice), and the Indemnifying Party, upon
request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified
Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably
designate in such proceeding and shall assume the defense of such proceeding and pay the fees and
expenses actually incurred by such counsel related to such proceeding. Notwithstanding the
foregoing, in any such proceeding, any Indemnified Party may retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party, unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed in writing to the contrary,
(ii) the Indemnifying Party failed within a reasonable time after notice of commencement of the
action to assume the defense and employ counsel reasonably satisfactory to the Indemnified Party,
(iii) the Indemnifying Party and its counsel do not pursue in a reasonable manner the defense of
such action or (iv) the named parties to any such action (including any impleaded parties) include
both such Indemnified Party and the Indemnifying Party, or any affiliate of the Indemnifying Party,
and such Indemnified Party shall have been reasonably advised by counsel that, either (x) there may
be one or more legal defenses available to it which are different from or additional to those
available to the Indemnifying Party or such affiliate of the Indemnifying Party or (y) a conflict
may exist between such Indemnified Party and the Indemnifying Party or such affiliate of the
Indemnifying Party, in which event the Indemnifying Party shall not have the right to assume or
direct the defense of such action on behalf of such Indemnified Party, it being understood,
however, that the Indemnifying Party shall not, in connection with any one such action or separate
but substantially similar or related actions arising out of the same general allegations or
circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) for all such Indemnified Parties, which firm shall be designated in
writing by those Indemnified Parties who sold a majority of the Registrable Shares sold by all such
Indemnified Parties and any such separate firm for the Company, the directors, the officers and
such control Persons of the Company as shall be designated in writing by the Company. The
Indemnifying Party shall not be liable for any settlement of any proceeding effected without its
written consent, which consent shall not be unreasonably withheld or delayed, but if settled with
such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to
indemnify any Indemnified Party from and against any Liability by reason of such settlement or
judgment to the extent provided in this Section 6 without reference to this sentence. No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any
settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or
could have been a party and indemnity could have been sought hereunder by such Indemnified



15









 






Party, unless such settlement includes an unconditional release of such Indemnified Party from
all Liability on claims that are the subject matter of such proceeding.



     (d) If the indemnification provided for in Section 6(a) or 6(b) is for any reason held to be
unavailable to an Indemnified Party in respect of any Liabilities referred to therein (other than
by reason of the exceptions provided therein) or is insufficient to hold harmless a party
indemnified thereunder, then each Indemnifying Party under such sections, in lieu of indemnifying
such Indemnified Party thereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Liabilities (i) in such proportion as is appropriate to
reflect the relative benefits of the Indemnified Party on the one hand and the Indemnifying Parties
on the other in connection with the statements or omissions that resulted in such Liabilities, or
(ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Indemnifying Parties and the Indemnified Party, as well as
any other relevant equitable considerations. The relative fault of the Company, on the one hand,
and any Purchaser Indemnitees, on the other, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company or by such
Purchaser Indemnitees and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.



     (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 6 were determined by pro rata allocation (even if such Indemnified Parties were treated as
one entity for such purpose), or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 6(d). The amount paid or payable by an
Indemnified Party as a result of any Liabilities referred to in Section 6(d) shall be deemed to
include, subject to the limitations set forth above, any reasonable legal or other expenses
actually incurred by such Indemnified Party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 6, in no event shall a Purchaser
Indemnitee be required to contribute any amount in excess of the amount by which proceeds received
by such Purchaser Indemnitee from sales of Registrable Shares exceeds the amount of any damages
that such Purchaser Indemnitee has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. For purposes of this Section 6, each
Person, if any, who controls (within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act) either Agent or a Holder shall have the same rights to contribution as the applicable
Agent or such Holder, as the case may be, and each Person, if any, who controls (within the meaning
of Section 15 of the Act or Section 20(a) of the Exchange Act) the Company, and each officer,
director, partner, member, employee, representative, agent or manager of the Company shall have the
same rights to contribution as the Company. Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made against another party or parties, notify each
party or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 6 or otherwise, except to the extent that any
party is materially prejudiced by the failure to give notice. No Person guilty of fraudulent
misrepresentation (within the meaning of Section



16









 





11(f) of the Securities Act), shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.



     (f) The indemnity and contribution agreements contained in this Section 6 will be in addition
to any liability which the indemnifying parties may otherwise have to the indemnified parties
referred to above. Each Purchaser Indemnitee’s obligations to contribute pursuant to this Section
6 are not joint but are several in the proportion that the number of Shares sold by such Purchaser
Indemnitee bears to the number of Shares sold by all Purchaser Indemnities.



     7. Additional Payments Under Certain Circumstances.



     (a) Additional payments (“Additional Payments”) with respect to the Registrable Shares shall
be assessed as follows if any of the following events occur (each such event in clauses (i) through
(iii) below being herein called a “Registration Default”):



               (i) the Mandatory Shelf Registration Statement has not been filed and become
effective under the Securities Act on or before the 75th day following the
Closing Date;



               (ii) the Company fails, with respect to a Holder that supplies a Notice and
Questionnaire described in Section 2(a)(iii), to cause an amendment to the already effective
Mandatory Shelf Registration Statement to be filed or, if permitted by the Commission, to
prepare a Prospectus supplement to the Mandatory Shelf Registration Statement and distribute
such supplement to Holders, in each case within the time period set forth in section
2(a)(iii) to name such Holder as an additional selling securityholder; or



               (iii) the Mandatory Shelf Registration Statement becomes effective under the
Securities Act but (A) the Mandatory Shelf Registration Statement thereafter ceases to be
effective during the period contemplated by Section 2(a)(i) or (B) as specified in Section
5(a), the Mandatory Shelf Registration Statement or the Prospectus ceases to be usable in
connection with resales of Registrable Shares during the periods specified herein and the
Company fails to (1) cure the Mandatory Shelf Registration Statement within five business
days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if
applicable, terminate the suspension period described in Section 5(a) by the 45th or the
60th day, as applicable.



     Each of the foregoing will constitute a Registration Default whatever the reason for
any such event and whether it is voluntary or involuntary or is beyond the Company’s control
or pursuant to operation of law or as a result of any action or inaction by the Commission.



     (b) Additional Payments shall accrue on the Registrable Shares from and including the date on
which any such Registration Default occurs to but excluding the date on which all such Registration
Defaults have been cured, on the basis of $0.0048285 per Share per day (subject to adjustment for
splits, recombinations and similar matters); provided, however, that in no event shall Additional
Payments accrue under more than one of the foregoing clauses (a)(i) — (a)(iii) at any one time. In
the case of a Registration Default described in clause (a)(ii), the



17









 





Company’s obligation to pay Additional Payments extends only to the affected Registrable
Shares. Other than the obligation of payment of any Additional Payments in accordance with the
terms hereof, the Company will have no other liabilities for monetary damages with respect to its
registration obligations. With respect to each Holder, the Company’s obligations to pay Additional
Payments remain in effect only so long as the securities held by the Holder are Registrable Shares.



     (c) A Registration Default referred to in Section 5(a)(iii) shall be deemed not to have
occurred and be continuing, and no Additional Payments shall accrue as a result thereof, in
relation to the Mandatory Shelf Registration Statement or the related prospectus if (i) (A) such
Registration Default has occurred solely as a result of material events, with respect to the
Company that would need to be described in such Mandatory Shelf Registration Statement or the
related prospectus or (B) the Registration Default relates to any information supplied or failed to
be supplied by a Holder of Registrable Securities and (ii) the Company is proceeding promptly and
in good faith to amend or supplement the Mandatory Shelf Registration Statement and related
prospectus to describe such events as required by Section 5; provided, however, that in any case if
such Registration Default occurs for a continuous period in excess of 30 days beyond any permitted
45 or 60 day suspension period (as provided by Section 5), Additional Payments shall be payable in
accordance with the above paragraph from the day such Registration Default occurs until such
Registration Default is cured.



     (d) Any amounts of Additional Payments pursuant to Section 5(a) will be payable in cash on the
first Business Day of the month after the month in which the obligation to make Additional Payments
occurs, as applicable. If the obligation to accrue Additional Payments ceases during a partial
payment period, such Additional Payments shall be made within five Business Days after such
obligations ceases to accrue. The amount of Additional Payments will be determined on the basis of
a 360-day year comprised of twelve 30-day months, and the actual number of days on which Additional
Payments accrued during such period. All payments shall be made by check to the affected Holders at
their address on record with the transfer agent for the Registrable Shares.



8. Termination of the Company’s Obligations.




     The Company shall have no further obligations pursuant to this Agreement at such time as no
Registrable Shares are outstanding, provided, however, that the Company’s obligations under
Sections 3, 6 and 10 of this Agreement shall remain in full force and effect following such time.



9. Limitations on Subsequent Registration Rights.




     From and after the date of this Agreement, the Company shall not, without the prior written
consent of the Holders of a majority of the then outstanding Registrable Shares, enter into any
agreement with any holder or prospective holder of any securities of the Company that would allow
such holder or prospective holder to include such securities in the Mandatory Shelf Registration
Statement or Piggyback Registration Statement, if any, filed pursuant to the terms hereof, unless
under the terms of such agreement, such holder or prospective holder may include



18









 







such securities in any such registration only to the extent that the inclusion of his
securities will not reduce the amount of Registrable Shares of the Holders that is included.



10. Miscellaneous.




     (a) Amendments and Waivers. This Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given,
without the written consent of the Company, the Agents and Holders beneficially owning a majority
of the then outstanding Registrable Shares; provided, however, that for purposes of this Agreement,
Registrable Shares owned, directly or indirectly, by an Affiliate of the Company shall not be
deemed to be outstanding. Notwithstanding the foregoing, a waiver or consent to or departure from
the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder
whose securities are being sold pursuant to a Registration Statement and that does not directly or
indirectly affect, impair, limit or compromise the rights of other Holders may be given by such
Holder; provided that the provisions of this sentence may not be amended, modified or supplemented
except in accordance with the provisions of the immediately preceding sentence.



     (b) Notices. All notices and other communications, provided for or permitted
hereunder shall be made in writing and delivered by facsimile (with receipt confirmed), overnight
courier or registered or certified mail, return receipt requested, or by telegram, addressed as
follows:



     (i) if to a Holder, at the most current address given by the transfer agent and registrar of
the Shares to the Company;



     (ii) if to the Company, at the offices of the Company at 1100 Louisiana Street, Suite 4400,
Houston, Texas 77002, Attention: Stephen W. Herod, (facsimile 832-204-2877); with copies (which
shall not constitute notice) to: (A) Hinkle Elkhouri Law Firm L.L.C., 2000 Epic Center, 301 North
Main Street, Wichita, Kansas 67202, Attention: David S. Elkouri, Esq. (Fax: (316) 264-1518) and (B)
Thompson & Knight LLP, 333 Clay Street, Suite 3300, Houston, Texas 77002, Attention: William
Heller, Esq. (facsimile 832-397-8110); and



     (iii) if to the Agents, to




	 	(1)	 	Lehman, at the offices of Lehman at Lehman Brothers Inc., 745
Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration
(Fax: 646-834-8133) (with a copy, which shall not constitute notice) in the
case of any notice pursuant to Section 6, to the Director of Litigation, Office
of the General Counsel, Lehman Brothers Inc., 399 Park Avenue, 10th
Floor, New York, New York 10022 (Fax: 212-520-0421)) with a copy (which shall
not constitute notice) to Akin Gump Strauss Hauer & Feld LLP, 1111 Louisiana
St., Houston, Texas 77002, Attention: Michael Chambers, Esq. (facsimile (713)
236-0822); and
	 
	 	(2)	 	FBR, at the offices of FBR at 1001 Nineteenth Street North,
Arlington, Virginia 22209, Attention: William Ginivan, Esq. (facsimile (703)
312-




19









 






	 	 	 	9698); with a copy (which shall not constitute notice) to Akin Gump Strauss
Hauer & Feld LLP, 1111 Louisiana St., Houston, Texas 77002, Attention:
Michael Chambers, Esq. (facsimile (713) 236-0822).





     (c) Successors and Assigns; Third Party Beneficiaries. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the parties hereto and
shall inure to the benefit of each Holder. The Company agrees that the Holders shall be third
party beneficiaries to the agreements made hereunder by the Agents and the Company, and each Holder
shall have the right to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder; provided, however, that such Holder
fulfills all of its obligations hereunder.



     (d) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



     (e) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK OR SITTING IN NEW YORK
COUNTY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT,
AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.



     (f) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties
hereto that they would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.



20









 





     (g) Entire Agreement. This Agreement, together with the Placement Agreement, is
intended by the parties hereto as a final expression of their agreement, and is intended to be a
complete and exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein.



     (h) Registrable Shares Held by the Company or its Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Shares is required hereunder,
Registrable Shares held by the Company or its Affiliates shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage.



     (i) Survival. This Agreement is intended to survive the consummation of the
transactions contemplated by the Placement Agreement. The indemnification and contribution
obligations under Section 6 shall survive the termination of the Company’s obligations under
Section 2.



     (j) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the provisions of this Agreement. All references made in
this Agreement to “Section” refer to such Section of this Agreement, unless expressly stated
otherwise.



[Remainder
of this Page Intentionally Left Blank]

21









 






     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	 	PETROHAWK ENERGY CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Floyd C. Wilson
	 

	 	 	 	 
	 

	 	Name:
	 	Floyd C. Wilson
	 

	 	Title:
	 	President and Chief Executive Officer
	 
	 	 	 	 
	 	 	LEHMAN BROTHERS INC. (for the benefit of the
Holders)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian P. Wade
	 

	 	 	 	 
	 

	 	Name:
	 	Brian P. Wade
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	FRIEDMAN, BILLINGS, RAMSEY & CO., INC. (for the
benefit of the Holders)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James R. Kleeblatt
	 

	 	 	 	 
	 

	 	Name:
	 	James R. Kleeblatt
	 

	 	Title:
	 	Senior Managing Director






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