AMENDMENT NO. 2 TO THE


REGISTRATION RIGHTS AGREEMENT


 


This Amendment No.
2, dated October 17, 2013 (this “Amendment”), to the Registration Rights Agreement dated as of February 19,
2013 (the “Agreement”), by and among Emerald Oil, Inc., a Montana corporation (together with any successor entity
thereto, the “Corporation”), WDE Emerald Holdings LLC, a Delaware limited liability company (“WD Investor
I”), and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (together with WD Investor I, the “Investors”
and each, an “Investor”), is made by and among the Corporation and the Investors in accordance with Section
8(b) of the Agreement.


 


WHEREAS, pursuant
to the Securities Purchase Agreement, dated as September 23, 2013, by and among the Corporation and the Investors (the “September
Purchase Agreement”) the Corporation issued and sold to the Investors and the Investors purchased from the Corporation
5,092,852 shares of Common Stock; and


 


WHEREAS, to
induce the Investors to enter into the September Purchase Agreement and to consummate the transactions contemplated therein, the
Corporation agreed to provide the registration and other rights set forth in this Amendment for the benefit of the Investors.


 


NOW, THEREFORE,
in consideration of the mutual terms, conditions and agreements contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 


		1.	Defined Terms. Except as otherwise defined herein, capitalized terms used herein will have
the definitions ascribed to them in the Agreement.



 


		2.	Registrable Securities Definition. The definition of “Registrable Securities”
in Section 1 of the Agreement is hereby amended to add the following language after the first word of such definition: “the
shares of Common Stock issued to the Investors pursuant to the May Purchase Agreement and the September Purchase Agreement,”.



 


		3.	September Purchase Agreement Definition. The definition of “September Purchase Agreement”
is hereby added to Section 1 of the Agreement after the definition of “Liquidated Damages Amount” to read as follows:



 


“September
Purchase Agreement” means the Securities Purchase Agreement, dated as September 23, 2013, by and among the Corporation
and the Investors.


 


		4.	Miscellaneous. Except as expressly amended hereby, the Agreement shall remain unchanged,
and the Agreement, as so amended, shall continue in full force and effect in accordance with its terms. For the avoidance of doubt,
the provisions of Section 8 of the Agreement shall apply to this Amendment mutatis mutandis. This Amendment may be executed
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. Executed signature pages to this Amendment may be delivered by PDF
(Portable Document Format) or facsimile and such PDFs or facsimiles will be deemed as sufficient as if actual signature pages had
been delivered.



 






    	 



    	 



    

 


 


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


 


 


 





	 	Emerald Oil, Inc.
	 	 	 
	 	 	 
	 	By: 	/s/ McAndrew Rudisill
	 	 	Name:    McAndrew Rudisill
	 	 	Title:      President







 


 





	 	WDE Emerald Holdings LLC
	 	 	 
	 	 	 
	 	By: 	/s/ Thomas J. Edelman
	 	 	Name:     Thomas J. Edelman
	 	 	Title:        President







 


 





	 	White Deer Energy FI L.P.
	 	 	 
	 	By:	Edelman & Guill Energy L.P., its general partner
	 	 	 
	 	By:	Edelman & Guill Energy Ltd., its general partner




 


 





	 	By:	/s/ Thomas J. Edelman
	 	 	Name:     Thomas J. Edelman
	 	 	Title:       Director