ex10_4.htm


    
      
        

      

    

    
      Exhibit
        10.4

      


      REGISTRATION
        RIGHTS AGREEMENT

      


      THIS
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into
        as of November 9, 2007, by and among Petrosearch Energy Corporation, a Nevada
        Corporation (the “Company”), and the purchasers listed on the signature
        page hereto (the “Purchasers”).

      


      WHEREAS,
        this Agreement is made in connection with the closing of the issuance and
        sale
        of the Notes pursuant to the Note and Warrant Purchase Agreement, dated as
        of
        even date herewith, by and between the Company and the Purchasers (the
“Purchase Agreement”);

      


      WHEREAS,
        the Company has agreed to provide the registration and other rights set forth
        in
        this Agreement for the benefit of the Purchasers pursuant to the Purchase
        Agreement; and

      


      WHEREAS,
        it is a condition to the obligations of the Purchasers under the Purchase
        Agreement that this Agreement be executed and delivered.

      


      NOW
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        herein and for good and valuable consideration, the receipt and sufficiency
        of
        which is hereby acknowledged by each party hereto, the parties hereby agree
        as
        follows:

      


      ARTICLE
        I

      DEFINITIONS

      


      Section
        1.01    Definitions.  Capitalized
        terms used herein without definition shall have the meanings given to them
        in
        the Purchase Agreement.  The terms set forth below are used herein as
        so defined:

      


      “Agreement”
        has the meaning specified therefor in the introductory paragraph.

      


      “Business
        Day” means any day other than a Saturday, Sunday, or a legal holiday for
        commercial banks in New York, New York.

      


      “Commission”
        means the United States Securities and Exchange Commission.

      


      “Common
        Stock” means the Company’s common stock, par value $.001.

      


      “Company”
        has the meaning specified therefor in the introductory paragraph of this
        Agreement.

      


      “Effectiveness
        Period” has the meaning specified therefor in Section 2.01(a) of this
        Agreement.

      


      “Failure
        Date” has the meaning specified therefor in Section
        2.02(b).

      


      “Holder”
        means the record holder of any Registrable Securities.

      


      “Registration
        Statement” means the registration statement on Form SB-2 registering the
        Note Shares, Interest Shares and the Warrant Shares.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Registration
        Statement Filing Date” has the meaning specified therefor in Section
        2.01(a).

      


      “Included
        Registrable Securities” has the meaning specified therefor in
Section 2.03 of this Agreement.

      


      “Interest
        Shares” means the number of shares of Common Stock that could be paid as
        interest pursuant to Section 2(a) of the Notes at a rate of 8.5% under the
        Notes
        during the term of the Notes.

      


      “Liquidated
        Damages” has the meaning specified therefor in Section 2.01(b) of
        this Agreement.

      


      “Liquidated
        Damages Multiplier” means the product of $1.05 times the number of the
        Registrable Securities, as applicable to the Registration Statement, held
        by the
        Holder.

      


      “Losses”
        has the meaning specified therefor in Section 2.07(a) of this
        Agreement.

      


      “Managing
        Underwriter” means, with respect to any Underwritten Offering, the
        book-running lead manager of such Underwritten Offering.

      


      “Notes”
        means the 8% Senior Secured Convertible Notes in the aggregate original
        principal amount of $8,100,000, convertible into shares of Common Stock,
        purchased by the Purchasers, and in the respective amounts listed on Schedule
        “A” to the Purchase Agreement.

      


      “Note
        Shares” means the shares of Common Stock (i) to which a Holder is
        entitled upon conversion of any portion of the Notes and (ii) that have been
        issued in lieu of cash interest payments under the Notes at the time of filing
        the Registration Statement or Piggyback Registration Statement.

      


      “Piggyback
        Registration Statement” has the meaning specified therefor in Section
        2.03(a).

      


      “Purchase
        Agreement” has the meaning specified therefor in the recitals of this
        Agreement.

      


      “Purchasers”
        has the meaning specified therefor in the introductory paragraph of this
        Agreement.

      


      “Registrable
        Securities” means the: (i) Note Shares, (ii) Interest Shares and (iii)
        Warrant Shares, all of which Registrable Securities are subject to the rights
        provided herein until such rights terminate pursuant to the provisions hereof;
        provided, however, that in the event that the Commission objects to the
        inclusion of the Interest Shares in the Registration Statement (following
        the
        Company’s best efforts to convince the Commission otherwise), then the Interest
        Shares shall be withdrawn from the Registration Statement and shall not be
        deemed Registrable Securities except for purposes of Section 2.03 if then
        issued
        and outstanding.

      


      “Registration
        Expenses” has the meaning specified therefor in Section 2.06(b) of
        this Agreement.


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      


      “Selling
        Expenses” has the meaning specified therefor in Section 2.06(b) of
        this Agreement.

      


      “Selling
        Holder” means a Holder who is selling Registrable Securities pursuant to
        any registration statement.

      


      “Underwritten
        Offering” means an offering in which shares of Common Stock are sold to an
        underwriter on a firm commitment basis for reoffering to the public or an
        offering that is a “bought deal” with one or more investment banks.

      


      “Warrants”
        means warrants to purchase an aggregate of 1,904,762 shares of Common Stock,
        as
        further described in the Purchase Agreement, to the Purchasers in the respective
        amounts listed on Schedule “A” to the Purchase Agreement.

      


      “Warrant
        Shares” means the shares of Common Stock underlying the
        Warrant.

      


      Section
        1.02    Registrable
        Securities.  Any Registrable Security will cease to be a
        Registrable Security when (a) a registration statement covering such Registrable
        Security has been declared effective by the Commission and such Registrable
        Security has been sold or disposed of pursuant to such effective registration
        statement; (b) such Registrable Security has been disposed of pursuant to
        any
        section of Rule 144 (or any similar provision then in force under the Securities
        Act); (c) such Registrable Security can be disposed of pursuant to Rule 144(k)
        (or any similar provision then in force under the Securities Act), or (d)
        such
        Registrable Security is held by the Company or one of its
        subsidiaries.

      


      ARTICLE
        II

      REGISTRATION
        RIGHTS

      


      Section
        2.01    Initial
        Registration.

      


      (a)           Deadline
        To Go Effective.  On or before February 1, 2008 (the
“Registration Statement Filing Date”), the Company shall prepare and file
        the Registration Statement.  The Company shall use its commercially
        reasonable efforts to register the Registrable Securities on the Registration
        Statement and to cause the Registration Statement to become effective no
        later
        than 150 days after the Registration Statement Filing Date; provided, however,
        that the Company will use its best efforts to have the Registration Statement
        declared effective by the Commission as soon as practicable, but in no event
        later than five (5) business days following notification by the Commission
        that
        the Registration Statement will not be subject to review or that the Commission
        has no further comments on the Registration Statement.  The Company
        will use its commercially reasonable efforts to cause the Registration Statement
        filed pursuant to this Section 2.01 to be continuously effective under
        the Securities Act until the earliest of (i) when all such Registrable
        Securities registered thereon are sold by the Holder and (ii) when all of
        the
        Registrable Securities registered thereon become eligible for resale under
        Rule
        144(k) (or any successor provision then in force under the Securities Act)
        (the
“Effectiveness Period”).  The  Registration Statement
        when declared effective (including the documents incorporated therein by
        reference) will comply as to form in all material respects with all applicable
        requirements of the Securities Act and the Exchange Act and will not contain
        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.


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      


      (b)           Failure
        To File.  If the Registration Statement required by Section
        2.01(a) is not filed before the Registration Statement Filing Date,
        then the Holders, in the aggregate, shall be entitled to a pro rata payment,
        as
        liquidated damages and not as a penalty, with respect to the Registrable
        Securities held by the Holder and not then included in an effective Piggyback
        Registration Statement, for the period beginning on the day after Registration
        Statement Filing Date and lasting to but excluding the day the Registration
        Statement is filed, of 0.25% of the Liquidated Damages Multiplier per 30-day
        period for the first 60 days of the period, increasing by an additional 0.25%
        of
        the Liquidated Damages Multiplier per 30-day period for each subsequent 60
        days,
        up to a maximum of 1.00% of the Liquidated Damages Multiplier per 30-day
        period
        (the “Liquidated Damages”).

      


      (c)           Notwithstanding
        anything to the contrary contained in this Agreement, in the event the
        Commission seeks to characterize any offering pursuant to a Registration
        Statement filed pursuant to this Agreement as constituting an offering of
        securities by or on behalf of the Company, or in any other manner, such
        that the Commission does not permit such Registration Statement to
        become effective and used for resales in a manner that does not constitute
        such
        an offering and that permits the continuous resale at the market by the Holders
        participating therein (or as otherwise may be acceptable to each
        Holder) without being named therein as an “underwriter,” then the Company shall
        reduce the number of shares to be included in such Registration Statement
        by all
        persons seeking to register shares thereon until such time as the Commission
        shall so permit such Registration Statement to become effective as
        aforesaid.  In making such reduction, the Company shall reduce the number
        of shares to be included in such Registration Statement pro rata among (i)
        the
        holders of registrable securities received pursuant to a Registration Rights
        Agreement dated February 7, 2007, between RCH Petro Investors, LP and the
        Company and (ii) the Holders hereof based, for each  such holder, on
        the fraction derived by dividing (x) the number of Common Stock proposed
        to be
        included by such holder in such Registration Statement by (y) the aggregate
        number of Common Stock proposed to be included by all such holders in such
        Registration Statement.   In addition, in the event that the Commission
        requires any Holder seeking to sell securities under a Registration
        Statement filed pursuant to this Agreement to be specifically identified as
        an “underwriter” in order to permit such Registration Statement to
        become effective, and such Holder does not consent to being so named as an
        underwriter in such Registration Statement, then, in each such case, the
        Company shall reduce the total number of Registrable Securities to be
        registered on behalf of such Holder, until such time as the
        Commission does not require such identification or until such Holder accepts
        such identification and the manner thereof.  In the event of
        any reduction in Registrable Securities pursuant to this paragraph, an
        affected Holder shall have the right to require, upon delivery of a written
        request to the Company signed by such Holder, the Company to file a registration
        statement within 30 days of such request (subject to any restrictions imposed
        by
        Rule 415 or required by the Commission as mutually agreed upon by
        Holders holding a majority of the Registrable Securities, on the one hand,
        and
        the Company, on the other hand, after consultation with the Commission) for
        resale by such Holder in a manner acceptable to such Holder, and the Company
        shall following such request cause to be and keep effective such
        registration statement in the same manner as otherwise contemplated in this
        Agreement for a Registration Statement hereunder, in each case until such
        time as: (i) all Registrable Securities held by such Holder have been
        registered pursuant to an effective Registration Statement in a manner
        acceptable to such Holder and disposed of thereunder or (ii) the
        Registrable Securities may be resold by such Holder without restriction
        (including volume limitations) pursuant to Rule 144(k) of the Securities
        Act
        (taking account of any Commission position with respect to “affiliate” status)
        or (iii) such Holder agrees to be named as an underwriter in any such
        Registration Statement in a manner acceptable to such Holder as to all
        Registrable Securities held by such Holder and that have not theretofore
        been
        included in a Registration Statement under this Agreement and have been disposed
        of thereunder (it being understood that the special demand right under this
        sentence may be exercised by a Holder one time and with respect to limited
        amounts of Registrable Securities in order to permit the resale thereof by
        such
        Holder as contemplated above).


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

      


      Section
        2.02    Additional
        Provisions related to Liquidated Damages

      


      (a)           Delay
        Rights.  Notwithstanding anything to the contrary contained
        herein, the Company may, upon written notice to any Holder whose Registrable
        Securities are included in a Registration Statement, suspend such Holder’s use
        of any prospectus which is a part of the Registration Statement (in which
        event
        the Holder shall discontinue sales of the Registrable Securities pursuant
        to the
        Registration Statement), for a period not to exceed an aggregate of 90 days
        in
        any 365-day period, if (i) the Company is pursuing a material acquisition,
        merger, reorganization, disposition or other similar transaction and the
        Company
        determines in good faith that its ability to pursue or consummate such a
        transaction would be materially adversely affected by any required disclosure
        of
        such transaction in such Registration Statement or (ii) the Company has
        experienced some other material non-public event, the disclosure of which
        at
        such time, in the good faith judgment of the Company, would materially adversely
        affect the Company.  Upon disclosure of such information or the
        termination of the condition described above, the Company shall provide prompt
        written notice to the Holders whose Registrable Securities are included in
        the
        Registration Statement, and shall promptly terminate any suspension of sales
        it
        has put into effect and shall take such other actions to permit registered
        sales
        of Registrable Securities as contemplated in this Agreement.

      


      (b)           Cessation
        of Effectiveness.  If the Registration Statement is filed and
        declared effective but shall thereafter cease to be effective or fail to
        be
        usable for the resale of the applicable Registrable Securities (the “Failure
        Date”) for any reason other than as provided in 2.02(a) above, then the
        Holders, in the aggregate, will be entitled to their pro rata portion of
        Liquidated Damages for the Registrable Securities held by the Holders subject
        to
        such Registration Statement for a period beginning on the Failure Date and
        lasting to but excluding the day a post-effective amendment to the Registration
        Statement is declared effective by the Commission or supplement or report
        is
        filed with the Commission and the applicable Registration Statement is useable
        for the resale of Registrable Securities registered thereon.

      


      (c)           Limits
        on Liquidated Damages.  The amount of Liquidated Damages payable
        by the Company under this Agreement to all of the Holders, on a pro rata
        basis,
        as a result of events in (i) Section 2.01(b) shall not exceed $375,000 and
        (ii)
        Section 2.02(b) shall not exceed $375,000; accordingly, the aggregate amount
        of
        the Liquidated Damages payable to the Holders as a result of events in Sections
        2.01 and 2.02 shall not exceed $750,000.  Further, the Liquidated
        Damages shall be automatically eliminated without any action by the parties
        to
        the extent the Commission or the then published statements of the Fair
        Accounting Standards Board provides that (A) any portion of the Liquidated
        Damages shall be accounted for as a derivative instrument rather than a
        contingent payment obligation under generally accepted accounting principles
        and
        the rules and regulations of the Commission or (B) any of the Registrable
        Securities (whether or not deemed to include the Liquidated Damages payment
        obligation) must be accounted for as interests other than equity interests
        under
        generally accepted accounting principles and the rules and regulations of
        the
        Commission.


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      


      (d)           Payment
        of Liquidated Damages.  Any Liquidated Damages shall be paid to
        the  Holder in immediately available funds within ten Business Days
        after the end of the applicable 30-day period.  Liquidated Damages for
        any period of less than 30 days shall be prorated by multiplying the amount
        of
        Liquidated Damages to be paid in a full 30-day period by a fraction, the
        numerator of which is the number of days for which such Liquidated Damages
        are
        owed, and the denominator of which is 30. The calculation of Liquidated Damages
        hereunder is subject to appropriate adjustments for any subdivision or
        combination of shares of Common Stock after the date hereof.  The
        payment of the Liquidated Damages to a Holder shall cease at such time as
        the
        Registrable Securities become eligible for resale under Rule 144(k) under
        the
        Securities Act.

      


      Section
        2.03    Piggyback
        Rights.

      


      (a)           General.  If
        at any time the Company proposes to file a registration statement (other
        than a
        registration related to an employee benefit plan, a registration on Form
        S-4 or
        a registration on any form that does not permit secondary sales) for the
        sale of
        Common Stock in an Underwritten Offering for its own account and/or another
        Person (such registration statement referred to as the “Piggyback
        Registration Statement”), then as soon as practicable but not less than
        three Business Days prior to the filing of (x) any preliminary prospectus
        supplement relating to such Underwritten Offering pursuant to Rule 424(b)
        under
        the Securities Act, (y) the prospectus supplement relating to such Underwritten
        Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary
        prospectus supplement is used) or (z) such registration statement, as the
        case
        may be, then, the Company shall give notice of such proposed Underwritten
        Offering to the Holders and such notice shall offer the Holder the opportunity
        to include in such Underwritten Offering such number of Registrable Securities
        (the “Included Registrable Securities”) as each such Holder may request
        in writing; provided, however, that if the Company has been advised by
        the Managing Underwriter that the inclusion of Registrable Securities for
        sale
        for the benefit of the Holders will have a material adverse effect on the
        price,
        timing or distribution of the Common Stock in the Underwritten Offering,
        then
        the amount of Registrable Securities to be offered for the accounts of Holders
        shall be determined based on the provisions of (c).  The notice
        required to be provided in this Section 2.03 to Holders shall be provided
        on a Business Day pursuant to Section 3.01 hereof.   Each
        such Holder shall then have three Business Days after receiving such notice
        to
        request inclusion of Registrable Securities in the Underwritten Offering,
        except
        that such Holder shall have one Business Day after such Holder confirms receipt
        of the notice to request inclusion of Registrable Securities in the Underwritten
        Offering in the case of a “bought deal” or “overnight transaction” where no
        preliminary prospectus is used.  If no request for inclusion from a
        Holder is received within the specified time, each such Holder shall have
        no
        further right to participate in such Underwritten Offering.  If, at
        any time after giving written notice of its intention to undertake an
        Underwritten Offering and prior to the closing of such Underwritten Offering,
        the Company shall determine for any reason not to undertake or to delay such
        Underwritten Offering, the Company may, at its election, give written notice
        of
        such determination to the Selling Holders and, (x) in the case of a
        determination not to undertake such Underwritten Offering, shall be relieved
        of
        its obligation to sell any Included Registrable Securities in connection
        with
        such terminated Underwritten Offering, and (y) in the case of a determination
        to
        delay such Underwritten Offering, shall be permitted to delay offering any
        Included Registrable Securities for the same period as the delay in the
        Underwritten Offering. Any Selling Holder shall have the right to withdraw
        such
        Selling Holder’s request for inclusion of such Selling Holder’s Registrable
        Securities in such offering by giving written notice to the Company of such
        withdrawal up to and including the time of pricing of such offering.



      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      


      (b)           Procedures.  In
        connection with any Underwritten Offering under this Agreement, the Company
        shall be entitled to select the Managing Underwriter or
        Underwriters.  In connection with an Underwritten Offering
        contemplated by (a) in which a Selling Holder participates, each Selling
        Holder
        and the Company shall be obligated to enter into an underwriting agreement
        that
        contains such representations, covenants, indemnities and other rights and
        obligations as are customary in underwriting agreements for firm commitment
        offerings of securities.  No Selling Holder may participate in such
        Underwritten Offering unless such Selling Holder agrees to sell its Registrable
        Securities on the basis provided in such underwriting agreement and completes
        and executes all questionnaires, powers of attorney, indemnities and other
        documents reasonably required under the terms of such underwriting
        agreement.  Each Selling Holder may, at its option, require that any
        or all of the representations and warranties by, and the other agreements
        on the
        part of, the Company to and for the benefit of such underwriters also be
        made to
        and for such Selling Holder’s benefit and that any or all of the conditions
        precedent to the obligations of such underwriters under such underwriting
        agreement also be conditions precedent to its obligations.  No Selling
        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 regarding such Selling Holder, its authority to
        enter
        into such underwriting agreement and to sell, and its ownership of, the
        securities being registered on its behalf, its intended method of distribution
        and any other representation required by Law.  If any Selling Holder
        disapproves of the terms of an underwriting, such Selling Holder may elect
        to
        withdraw therefrom by notice to the Company and the Managing Underwriter;
        provided, however, that such withdrawal must be made up to and
        including the time of pricing of such Underwritten Offering.  No such
        withdrawal or abandonment shall affect the Company’s obligation to pay
        Registration Expenses.

      


      (c)           Priority
        of Rights.  If the Managing Underwriter or Underwriters of any
        proposed Underwritten Offering of Common Stock included in an Underwritten
        Offering involving Included Registrable Securities advises that the total
        amount
        of Common Stock that the Selling Holder and any other Persons intend to include
        in such offering exceeds the number that can be sold in such offering without
        being likely to have a material adverse effect on the price, timing or
        distribution of the Common Stock offered or the market for the Common Stock,
        then the Common Stock to be included in such Underwritten Offering shall
        include
        the number of Registrable Securities that such Managing Underwriter or
        Underwriters advises can be sold without having such adverse effect, with
        such
        number to be allocated (i) first, to the Company, (ii) second, pro rata among
        (x) the holders of registrable securities received pursuant to a Registration
        Rights Agreement dated February 7, 2007, between RCH Petro Investors, LP
        and the
        Company and (y) the Selling Holders hereof based, for each such holder, on
        the
        fraction derived by dividing (A) the number of shares of Common Stock proposed
        to be sold by such holders in such Underwritten Offering by (B) the aggregate
        number of shares of Common Stock proposed to be included by the holders set
        forth in this subsection (ii)  in such Underwritten
        Offering.  


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            7

          
            

          

        

        
          
          

        

      


      Section
        2.04    Sale
        Procedures.  In connection with its obligations under this
Article II, the Company will, as expeditiously as possible:

      


      (a)           prepare
        and file with the Commission such amendments and supplements to a Registration
        Statement and the prospectus used in connection therewith as may be necessary
        to
        keep the Registration Statement effective for the Effectiveness Period and
        as
        may be necessary to comply with the provisions of the Securities Act with
        respect to the disposition of all securities covered by the Registration
        Statement;

      


      (b)           if
        a prospectus supplement will be used in connection with the marketing of
        an
        Underwritten Offering and the Managing Underwriter at any time shall notify
        the
        Company in writing that, in the sole judgment of such Managing Underwriter,
        inclusion of detailed information to be used in such prospectus supplement
        is of
        material importance to the success of the Underwritten Offering of such
        Registrable Securities, the Company shall use its commercially reasonable
        efforts to include such information in such prospectus supplement;

      


      (c)           furnish
        to each Selling Holder (i) as far in advance as reasonably practicable before
        filing a Registration Statement or any other registration statement contemplated
        by this Agreement or any supplement or amendment thereto, upon request, copies
        of reasonably complete drafts of all such documents proposed to be filed
        (including exhibits and each document incorporated by reference therein to
        the
        extent then required by the rules and regulations of the Commission), and
        provide each such Selling Holder the opportunity to object to any information
        pertaining to such Selling Holder and its plan of distribution that is contained
        therein and make the corrections reasonably requested by such Selling Holder
        with respect to such information prior to filing a Registration Statement
        or
        such other registration statement or supplement or amendment thereto, and
        (ii)
        such number of copies of the Registration Statement or such other registration
        statement and the prospectus included therein and any supplements and amendments
        thereto as such Persons may reasonably request in order to facilitate the
        public
        sale or other disposition of the Registrable Securities covered by such
        Registration Statement or other registration statement;

      


      (d)           if
        applicable, use its commercially reasonable efforts to register or qualify
        the
        Registrable Securities covered by the Registration Statement or any other
        registration statement contemplated by this Agreement under the securities
        or
        blue sky laws of such jurisdictions as the Selling Holders or, in the case
        of an
        Underwritten Offering, the Managing Underwriter, shall reasonably request;
        provided, however, that the Company will not be required to qualify
        generally to transact business in any jurisdiction where it is not then required
        to so qualify or to take any action which would subject it to general service
        of
        process in any such jurisdiction where it is not then so subject;

      


      (e)           promptly
        notify each Selling Holder and each underwriter, at any time when a prospectus
        relating thereto is required to be delivered under the Securities Act, of
        (i)
        the filing of a Registration Statement or any other registration statement
        contemplated by this Agreement or any prospectus or prospectus supplement
        to be
        used in connection therewith, or any amendment or supplement thereto, and,
        with
        respect to such Registration Statement or any other registration statement
        or
        any post-effective amendment thereto, when the same has become effective;
        and
        (ii) any written comments from the Commission with respect to any filing
        referred to in clause (i) and any written request by the Commission for
        amendments or supplements to the Registration Statement or any other
        registration statement or any prospectus or prospectus supplement thereto;
        and
        the Company will use its best efforts to respond to any such comments or
        any
        such request as soon as practicable after receiving such comments or request,
        as
        applicable;


      
        
          Registration
            Rights Agreement

          
          

        

        
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            8

          
            

          

        

        
          
          

        

      


      (f)           immediately
        notify each Selling Holder and each underwriter, at any time when a prospectus
        relating thereto is required to be delivered under the Securities Act, of
        (i)
        the happening of any event as a result of which the prospectus or prospectus
        supplement contained in the Registration Statement or any other registration
        statement contemplated by this Agreement, as then in effect, includes an
        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
        in the
        light of the circumstances then existing; (ii) the issuance or threat of
        issuance by the Commission of any stop order suspending the effectiveness
        of the
        Registration Statement or any other registration statement contemplated by
        this
        Agreement, or the initiation of any proceedings for that purpose; or (iii)
        the
        receipt by the Company of any notification with respect to the suspension
        of the
        qualification of any Registrable Securities for sale under the applicable
        securities or blue sky laws of any jurisdiction.  Following the
        provision of such notice, the Company agrees to as promptly as practicable
        amend
        or supplement the prospectus or prospectus supplement or take other appropriate
        action so that the prospectus or prospectus supplement does 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 to take such other action
        as is
        necessary to remove a stop order, suspension, threat thereof or proceedings
        related thereto;

      


      (g)           upon
        request and subject to appropriate confidentiality obligations, furnish to
        each
        Selling Holder copies of any and all transmittal letters or other correspondence
        with the Commission or any other governmental agency or self-regulatory body
        or
        other body having jurisdiction (including any domestic or foreign securities
        exchange) relating to such offering of Registrable Securities;

      


      (h)           in
        the case of an Underwritten Offering, furnish upon request, (i) an opinion
        of
        counsel for the Company, dated the effective date of the applicable registration
        statement or the date of any amendment or supplement thereto, and a letter
        of
        like kind dated the date of the closing under the underwriting agreement,
        and
        (ii) a “cold comfort” letter, dated the effective date of the applicable
        registration statement or the date of any amendment or supplement thereto
        and a
        letter of like kind dated the date of the closing under the underwriting
        agreement, in each case, signed by the independent public accountants who
        have
        certified the Company’s financial statements included or incorporated by
        reference into the applicable registration statement, and each of the opinion
        and the “cold comfort” letter shall be in customary form and covering
        substantially the same matters with respect to such registration statement
        (and
        the prospectus and any prospectus supplement included therein) as are
        customarily covered in opinions of issuer’s counsel and in accountants’ letters
        delivered to the underwriters in Underwritten Offerings of securities and
        such
        other matters as such underwriters may reasonably request;

      


      (i)           otherwise
        use its commercially reasonable efforts to comply with all applicable rules
        and
        regulations of the Commission, and make available to its security holders,
        as
        soon as reasonably practicable, an earnings statement, which earnings statement
        shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
        158
        promulgated thereunder;


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            9

          
            

          

        

        
          
          

        

      


      (j)           make
        available to the appropriate representatives of the Managing Underwriter
        and
        Selling Holders access to such information and the Company personnel as is
        reasonable and customary to enable such parties to establish a due diligence
        defense under the Securities Act;

      


      (k)           cause
        all such Registrable Securities registered pursuant to this Agreement to
        be
        listed on each securities exchange or nationally recognized quotation system
        on
        which similar securities issued by the Company are then listed;

      


      (l)           use
        its commercially reasonable efforts to cause the Registrable Securities to
        be
        registered with or approved by such other governmental agencies or authorities
        as may be necessary by virtue of the business and operations of the Company
        to
        enable the Selling Holders to consummate the disposition of such Registrable
        Securities;

      


      (m)           provide
        a transfer agent and registrar for all Registrable Securities covered by
        such
        registration statement not later than the effective date of such registration
        statement; and

      


      (n)           enter
        into customary agreements and take such other actions as are reasonably
        requested by the Selling Holders or the underwriters, if any, in order to
        expedite or facilitate the disposition of such Registrable
        Securities.

      


      Each
        Selling Holder, upon receipt of notice from the Company of the happening
        of any
        event of the kind described in subsection (f) of this Section 2.04, shall
        forthwith discontinue disposition of the Registrable Securities until such
        Selling Holder’s receipt of the copies of the supplemented or amended prospectus
        contemplated by subsection (f) of this Section 2.04 or until it is
        advised in writing by the Company that the use of the prospectus may be resumed,
        and has received copies of any additional or supplemental filings incorporated
        by reference in the prospectus, and, if so directed by the Company, such
        Selling
        Holder will, or will request the Managing Underwriter or underwriters, if
        any,
        to deliver to the Company (at the Company’s expense) all copies in their
        possession or control, other than permanent file copies then in such Selling
        Holder’s possession, of the prospectus covering such Registrable Securities
        current at the time of receipt of such notice.

      


      Section
        2.05    Cooperation by
        Holders.  The Company shall have no obligation to include in a
        Registration Statement units of a Holder, or in an Underwritten Offering
        pursuant to Section 2.03 Registrable Securities of the Selling Holder,
        who has failed to timely furnish such information that, in the opinion of
        counsel to the Company, is reasonably required in order for the registration
        statement or prospectus supplement, as applicable, to comply with the Securities
        Act.

      


      Section
        2.06    Expenses.

      


      (a)           Expenses.  The
        Company will pay all reasonable Registration Expenses as determined in good
        faith, including, in the case of an Underwritten Offering, whether or not
        any
        sale is made pursuant to such Underwritten Offering. Each Selling Holder
        shall
        pay all Selling Expenses in connection with any sale of its Registrable
        Securities hereunder. In addition, except as otherwise provided in Section
        2.07 hereof, the Company shall not be responsible for legal fees incurred
        by
        Holders in connection with the exercise of such Holders’ rights
        hereunder.


      
        
          Registration
            Rights Agreement

          
          

        

        
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            10

          
            

          

        

        
          
          

        

      


      (b)           Certain
        Definitions.  “Registration Expenses” means all expenses
        incident to the Company’s performance under or compliance with this Agreement to
        effect the registration of Registrable Securities on the Registration Statement
        pursuant to Section 2.01 or an Underwritten Offering covered under this
        Agreement, and the disposition of such securities, including, without
        limitation, all registration, filing, securities exchange listing and related
        fees, all registration, filing, qualification and other fees and expenses
        of
        complying with securities or blue sky laws, fees of the National Association
        of
        Securities Dealers, Inc., fees of transfer agents and registrars, all word
        processing, duplicating and printing expenses and the fees and disbursements
        of
        counsel and independent public accountants for the Company, including the
        expenses of any special audits or “cold comfort” letters required by or incident
        to such performance and compliance.  “Selling Expenses” means
        all underwriting fees, discounts and selling commissions allocable to, and
        any
        transfer taxes associated with, the sale of the Registrable
        Securities.

      


      Section
        2.07    Indemnification.

      


      (a)           By
        the Company.  In the event of a registration of any
        Registrable Securities under the Securities Act pursuant to this Agreement,
        the
        Company will indemnify and hold harmless each Selling Holder thereunder,
        its
        directors, officers, employees and agents, and each underwriter, pursuant
        to the
        applicable underwriting agreement with such underwriter, of Registrable
        Securities thereunder and each Person, if any, who controls such Selling
        Holder
        within the meaning of the Securities Act and the Exchange Act, and its
        directors, officers, employees or agents, against any losses, claims, damages,
        expenses or liabilities (including reasonable attorneys’ fees and expenses)
        (collectively, “Losses”), joint or several, to which such Selling Holder
        or underwriter or controlling Person may become subject under the Securities
        Act, the Exchange Act or otherwise, insofar as such Losses (or actions or
        proceedings, whether commenced or threatened, in respect thereof) arise out
        of
        or are based upon any untrue statement or alleged untrue statement of any
        material fact contained in the Registration Statement or any other registration
        statement contemplated by this Agreement, any preliminary prospectus, free
        writing prospectus or final prospectus contained therein, or any amendment
        or
        supplement thereof, or arise out of or are based upon the 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, and will
        reimburse each such Selling Holder, its directors, officers, employee and
        agents, each such underwriter and each such controlling Person for any legal
        or
        other expenses reasonably incurred by them in connection with investigating
        or
        defending any such Loss or actions or proceedings; provided, however,
        that the Company will not be liable in any such case if and to the extent
        that
        any such Loss arises out of or is based upon an untrue statement or alleged
        untrue statement or omission or alleged omission so made in conformity with
        information furnished by such Selling Holder, its directors, officers, employees
        and agents or any underwriter or such controlling Person in writing specifically
        for use in the Registration Statement or such other registration statement,
        or
        prospectus supplement, as applicable. Such indemnity shall remain in full
        force
        and effect regardless of any investigation made by or on behalf of such Selling
        Holder or any such directors, officers, employees agents or any underwriter
        or
        controlling Person, and shall survive the transfer of such securities by
        such
        Selling Holder.

      


      (b)           By
        Each Selling Holder.  Each Selling Holder agrees severally and not
        jointly to indemnify and hold harmless the Company, its directors, officers,
        employees and agents and each Person, if any, who controls the Company within
        the meaning of the Securities Act or of the Exchange Act, and its directors,
        officers, employees and agents, to the same extent as the foregoing indemnity
        from the Company to the Selling Holders, but only with respect to information
        regarding such Selling Holder furnished in writing by or on behalf of such
        Selling Holder expressly for inclusion in a Registration Statement or prospectus
        supplement relating to the Registrable Securities, or any amendment or
        supplement thereto; provided, however, that the liability of each
        Selling Holder shall not be greater in amount than the dollar amount of the
        proceeds (net of any Selling Expenses) received by such Selling Holder from
        the
        sale of the Registrable Securities giving rise to such
        indemnification.


      
        
          Registration
            Rights Agreement

          
          

        

        
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            11

          
            

          

        

        
          
          

        

      


      (c)           Notice.  Promptly
        after receipt by an indemnified party hereunder of notice of the commencement
        of
        any action, such indemnified party shall, if a claim in respect thereof is
        to be
        made against the indemnifying party hereunder, notify the indemnifying party
        in
        writing thereof, but the omission so to notify the indemnifying party shall
        not
        relieve it from any liability which it may have to any indemnified party
        other
        than under this Section 2.07.  In any action brought against
        any indemnified party, it shall notify the indemnifying party of the
        commencement thereof.  The indemnifying party shall be entitled to
        participate in and, to the extent it shall wish, to assume and undertake
        the
        defense thereof with counsel reasonably satisfactory to such indemnified
        party
        and, after notice from the indemnifying party to such indemnified party of
        its
        election so to assume and undertake the defense thereof, the indemnifying
        party
        shall not be liable to such indemnified party under this Section 2.07 for
        any legal expenses subsequently incurred by such indemnified party in connection
        with the defense thereof other than reasonable costs of investigation and
        of
        liaison with counsel so selected; provided, however, that, (i) if the
        indemnifying party has failed to assume the defense or employ counsel reasonably
        acceptable to the indemnified party or (ii) if the defendants in any such
        action
        include both the indemnified party and the indemnifying party and counsel
        to the
        indemnified party shall have concluded that there may be reasonable defenses
        available to the indemnified party that are different from or additional
        to
        those available to the indemnifying party, or if the interests of the
        indemnified party reasonably may be deemed to conflict with the interests
        of the
        indemnifying party, then the indemnified party shall have the right to select
        a
        separate counsel and to assume such legal defense and otherwise to participate
        in the defense of such action, with the reasonable expenses and fees of such
        separate counsel and other reasonable expenses related to such participation
        to
        be reimbursed by the indemnifying party as incurred.  Notwithstanding
        any other provision of this Agreement, no indemnified party shall settle
        any
        action brought against it with respect to which it is entitled to
        indemnification hereunder without the consent of the indemnifying party,
        unless
        the settlement thereof imposes no liability or obligation on, and includes
        a
        complete and unconditional release from all liability of, the indemnifying
        party.

      


      (d)           Contribution.  If
        the indemnification provided for in this Section 2.07 is held by a court
        or government agency of competent jurisdiction to be unavailable to any
        indemnified party or is insufficient to hold them harmless in respect of
        any
        Losses, then each such indemnifying party, in lieu of indemnifying such
        indemnified party, shall contribute to the amount paid or payable by such
        indemnified party as a result of such Loss in such proportion as is appropriate
        to reflect the relative fault of the indemnifying party on the one hand and
        of
        such indemnified party on the other in connection with the statements or
        omissions which resulted in such Losses, as well as any other relevant equitable
        considerations; provided, however, that in no event shall such Selling
        Holder be required to contribute an aggregate amount in excess of the dollar
        amount of proceeds (net of Selling Expenses) received by such Selling Holder
        from the sale of Registrable Securities giving rise to such
        indemnification.  The relative fault of the indemnifying party on the
        one hand and the indemnified party 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
        has
        been made by, or relates to, information supplied by such party, and the
        parties’ relative intent, knowledge, access to information and opportunity to
        correct or prevent such statement or omission.  The parties hereto
        agree that it would not be just and equitable if contributions pursuant to
        this
        paragraph were to be determined by pro rata allocation or by any other method
        of
        allocation which does not take account of the equitable considerations referred
        to herein.  The amount paid by an indemnified party as a result of the
        Losses referred to in the first sentence of this paragraph shall be deemed
        to
        include any legal and other expenses reasonably incurred by such indemnified
        party in connection with investigating or defending any Loss which is the
        subject of this paragraph. No person guilty of fraudulent misrepresentation
        (within the meaning of Section 11(f) of the Securities Act) shall be entitled
        to
        contribution from any Person who is not guilty of such fraudulent
        misrepresentation.


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            12

          
            

          

        

        
          
          

        

      


      (e)           Other
        Indemnification.  The provisions of this Section 2.07 shall
        be in addition to any other rights to indemnification or contribution which
        an
        indemnified party may have pursuant to law, equity, contract or
        otherwise.

      


      Section
        2.08    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 Securities to the public without registration, the Company agrees
        to
        use its commercially reasonable efforts to:

      


      (a)           Make
        and keep public information regarding the Company available, as those terms
        are
        understood and defined in Rule 144 under the Securities Act, at all times
        from
        and after the date hereof;

      


      (b)           File
        with the Commission in a timely manner all reports and other documents required
        of the Company under the Securities Act and the Exchange Act at all times
        from
        and after the date hereof; and

      


      (c)           So
        long as a Holder owns any Registrable Securities, furnish to such Holder
        forthwith upon request a copy of the most recent annual or quarterly report
        of
        the Company, and such other reports and documents so filed as such Holder
        may
        reasonably request in availing itself of any rule or regulation of the
        Commission allowing such Holder to sell any such securities without
        registration.

      


      Section
        2.09    Transfer or
        Assignment of Registration Rights.  The rights to cause the
        Company to register Registrable Securities granted to the Holder by the Company
        under this Article II may be transferred or assigned by any Holder to one
        or more transferee(s) or assignee(s) of such Registrable Securities;
provided, however, that the Holder must provide the Company written
        notice prior to any said transfer or assignment, stating the name and address
        of
        each such transferee and identifying the securities with respect to which
        such
        registration rights are being transferred or assigned, and each such transferee
        must assume in writing responsibility for its portion of the obligations
        of the
        Holder under this Agreement.


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            13

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

      MISCELLANEOUS

      


      Section
        3.01    Communications.  All
        notices and other communications provided for or permitted hereunder shall
        be
        made in writing by facsimile, electronic mail, courier service or personal
        delivery:

      


      (a)           if
        to Purchasers, at the address listed on Schedule “A” to the Purchase
        Agreement.,

      


      (b)           if
        to a transferee of any Purchaser, to such Holder at the address provided
        pursuant to Section 2.09 above, and

      


      (c)           if
        to the Company at 675 Bering Drive, Suite 200, Houston, TX  77057,
        Attn: President (facsimile: (713) 961-9338).

      


      All
        such
        notices and communications shall be deemed to have been received at the time
        delivered by hand, if personally delivered; when receipt acknowledged, if
        sent
        via facsimile or sent via Internet electronic mail; and when actually received,
        if sent by courier service or any other means.

      


      Section
        3.02    Successor and
        Assigns.  This Agreement shall inure to the benefit of and be
        binding upon the successors and assigns of each of the parties, including
        subsequent Holders of Registrable Securities to the extent permitted
        herein.

      


      Section
        3.03    Assignment of
        Rights.  All or any portion of the rights and obligations of any
        Purchaser under this Agreement may be transferred or assigned by the Purchaser
        in accordance with Section 2.09 hereof.

      


      Section
        3.04    Counterparts.  This
        Agreement may be executed in two or more counterparts, all of which when
        taken
        together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart.  In the event that any signature is delivered by
        facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
        signature shall create a valid and binding obligation of the party executing
        (or
        on whose behalf such signature is executed) with the same force and effect
        as if
        such facsimile or “.pdf” signature page were an original thereof.

      


      Section
        3.05    Headings.  The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

      


      Section
        3.06    Governing
        Law.  The Laws of the State of Texas shall govern this Agreement
        without regard to principles of conflict of Laws.

      


      Section
        3.07    Severability of
        Provisions.  Any provision of this Agreement which is prohibited
        or unenforceable in any jurisdiction shall, as to such jurisdiction, be
        ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof or affecting or impairing the
        validity or enforceability of such provision in any other
        jurisdiction.


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            14

          
            

          

        

        
          
          

        

      


      Section
        3.08    Entire
        Agreement.  This Agreement is intended by the parties as a final
        expression of their agreement and 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.  There are no restrictions,
        promises, warranties or undertakings, other than those set forth or referred
        to
        herein with respect to the rights granted by the Company set forth
        herein.  This Agreement and the Purchase Agreement supersede all prior
        agreements and understandings between the parties with respect to such subject
        matter.

      


      Section
        3.09    Amendment.  This
        Agreement may be amended only by means of a written amendment signed by the
        Company and the Holders of a majority of the then outstanding Registrable
        Securities; provided, however, that no such amendment shall materially
        and adversely affect the rights of any Holder hereunder, relative to any
        other
        Holder, without the consent of such Holder.

      


      Section
        3.10    No
        Presumption.  If any claim is made by a party relating to any
        conflict, omission, or ambiguity in this Agreement, no presumption or burden
        of
        proof or persuasion shall be implied by virtue of the fact that this Agreement
        was prepared by or at the request of a particular party or its
        counsel.

      


      


      [Signature
        pages to follow]


      
        
          Registration
            Rights Agreement

          
          

        

        
          Page
            15

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Parties hereto execute this Registration Rights Agreement,
        effective as of the date first above written.

       

    

    
      	
               

            	
              PETROSEARCH
                ENERGY CORPORATION

            	 
	 	 	 	 
	 	
              By:  
                

            	
              /s/
                Richard Dole

            	 
	 	Name:	
              Richard
                Dole, President and CEO

            	 
	 	 	 	 
	 	 	 	 
	 	PURCHASERS 	 
	 	 	 	 
	
               

            	
              IRONMAN
                PI FUND (QP), LP

            	 
	 	 	 	 
	 	
              By:

            	
              Ironman
                Energy Partners, LP,

            	 
	 	 	 	 
	 	
              By:

            	
              Ironman
                Capital Management, LLC,

            	 
	 	 	
              its
                General Partner

            	 
	 	 	 	 
	 	
              By:

            	
              /s/
                G. Bryan Dutt

            	 
	 	 	
              G.
                Bryan Dutt, President

            	 


    

    


    
      	 	
              WELLINGTON
                TRUST COMPANY, N.A.

              ON
                BEHALF OF MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST,
                

              MICRO
                CAP EQUITY PORTFOLIO

            
	 	 	 
	 	
              By:
                Wellington Management Company, LLP as investment
                adviser

            
	 	 	 
	 	
              By:

            	
              /s/  Steve
                Hoffman

            
	 	
              Name:

            	
              Steve
                Hoffman

            
	 	
              Title:

            	
              Vice
                President and Counsel

            
	 	
              Address:  
                

            	
              75
                State Street

            
	 	 	
              Boston,
                MA  02109

            


    

     

    
      	 	
              WELLINGTON
                TRUST COMPANY, N.A.

              ON
                BEHALF OF MULTIPLE COLLECTIVE INVESTMENT FUNDS TRUST,
                

              MICRO
                CAP EQUITY PORTFOLIO

            
	 	 	 
	 	 	 
	 	
              By:
                Wellington Management Company, LLP as investment
                adviser

            
	 	 	 
	 	
              By:

            	
              /s/  Steve
                Hoffman

            
	 	
              Name:

            	
              Steve
                Hoffman

            
	 	
              Title:

            	
              Vice
                President and Counsel

            
	 	
              Address:  
                

            	
              75
                State Street

            
	 	 	
              Boston,
                MA  02109

            


    

     

    
      
        Signature
          Page to Registration Rights Agreement

        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              CROSSCAP
                PARTNERS, LP

            
	 	 	 	 
	 	
              By:  
                

            	
              /s/
                Mark Crosswell

            
	 	 	 	
              Mark
                Crosswell

            
	 	
              Address:  
                

            	
              5851
                San Felipe, Suite 230

            
	 	 	 	
              Houston,
                Texas  77057

            
	 	 	 	 
	 	
              CROSSCAP
                PARTNERS ENHANCED, LP

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Mark Crosswell

            
	 	 	 	
              Mark
                Crosswell

            
	 	
              Address:

            	
              5851
                San Felipe, Suite 230

            
	 	 	 	
              Houston,
                Texas  77057

            


    

     

    
      	 	
              WILLIAM
                C. O’MALLEY

            
	 	 	 
	 	
              /s/
                William C. O’Malley

            
	 	
              William
                C. O’Malley, Individually

            
	 	
              Address:

            	
              4646
                Carlton Dunes Drive

            
	 	 	
              #12,
                Unit 5602

            
	 	 	
              Amelia
                Island, Florida  32034

            


    

     

    
      	 	
              J.
                BURKE O’MALLEY

            
	 	 	 
	 	
              /s/
                J. Burke O’Malley

            
	 	
              J.
                Burke O’Malley, Individually

            
	 	
              Address:  
                

            	
              2013
                Spring Branch Drive

            
	 	 	
              Vienna,
                Virginia  22181

            
	 	 	 
	 	
              LEO
                E. STEC

            
	 	 	 
	 	
              /s/
                Leo E. Stec

            
	 	
              Leo
                E. Stec, Individually

            
	 	
              Address:  
                

            	
              3527
                Vantage Lane

            
	 	 	
              Glenview,
                Illinois  60026

            
	 	 	 
	 	
              VAN
                G. BOHN

            
	 	 	 
	 	
              /s/
                Van G. Bohn

            
	 	
              Van
                G. Bohn, Individually

            
	 	
              Address:  
                

            	
              426
                Arlington Drive

            
	 	 	
              Metairie,
                Louisiana  70001

            


    

     

    
      
        Signature
          Page to Registration Rights Agreement

        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	 	
              JOHN
                W. KOONS III AND KATRINA P. KOONS  

            
	 	 	 	 
	 	
              By:

            	
              /s/
                John W. Koons, III 

            
	 	 	
              John
                W. Koons III, Individually, and on behalf of Katrina P.
                Koons, his Wife 

            
	 	
              Address:  
                

            	
              5348
                Chandley Farm Circle

            
	 	 	 	
              Centreville,
                Virginia  20120

            


    

    


    
      	 	
              GUTIERREZ
                HOLDINGS, LP

            
	 	 	 	 
	 	
              /s/
                Joe M. Gutierrez, Jr.

            
	 	
              By:

            	
              Joe
                M. Gutierrez, Jr.

            
	 	
              Title:  
                

            	 
	 	
              Address: 

            	
              5847
                San Felipe Street, Suite 1910

            
	 	 	 	
              Houston,
                Texas  77057

            


    

    


    
      	 	
              JERRY
                C. DEARING

            
	 	 	 
	 	
              /s/
                Jerry C. Dearing

            
	 	
              Jerry
                C. Dearing, Individually

            
	 	
              Address:

            	
              5300
                Doliver Drive

            
	 	 	
              Houston,
                Texas  77057

            


    

     

     

    Signature
      Page to Registration Rights Agreement