EX-4.2



 Exhibit 4.2 

Execution Version 

$175,000,000 
 MATADOR
RESOURCES COMPANY 
 6.875% SENIOR NOTES DUE 2023 

REGISTRATION RIGHTS AGREEMENT 

December 9, 2016 
 MERRILL
LYNCH, PIERCE, FENNER & SMITH 

                         
INCORPORATED 
     As Representative of the Initial Purchasers 

c/o Merrill Lynch, Pierce, Fenner & Smith 

                          
Incorporated 
 One Bryant Park 
 New York, New York 10036 

Ladies and Gentlemen: 
 Matador Resources
Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined
below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 6, 2016 (the “Purchase Agreement”), $175,000,000 aggregate principal amount of its 6.875% Senior Notes
due 2023 (the “Additional Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the
“Guarantors” and together with the Issuer, the “Company”). The Additional Securities constitute “Additional Securities” (as such term is defined in the Indenture) under the an Indenture, dated as of
April 14, 2015 (the “Indenture”), by and among the Issuer, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”)and will be issued pursuant to and in compliance with the
Indenture. The Issuer has previously issued $400,000,000 aggregate principal amount of 6.875% Senior Notes due 2023 (the “Initial Securities”) under the Indenture.

As an inducement to the Initial Purchasers, the Company agrees with the Initial Purchasers, for the benefit of the holders of the Additional
Securities (including, without limitation, the Initial Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively, the “Holders”), as follows: 

1.    Registered Exchange Offer. The Company shall, at its own cost, prepare and file with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to a proposed offer (the “Registered  







 
Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Additional Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued
under the Indenture and identical in all material respects to the Additional Securities (except for the transfer restrictions relating to the Additional Securities and the provisions relating to the matters described in Section 6(d) hereof)
that would be registered under the Securities Act. The Company shall use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective under the Securities Act and shall keep the Registered Exchange Offer
open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders. 

If the Company commences the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the
commencement thereof; provided, that the Company has accepted all the Additional Securities theretofore validly tendered, and not withdrawn, in accordance with the terms of the Registered Exchange Offer. 

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the
Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Additional Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder’s business and has no arrangements or understanding with any person to participate in the distribution of
the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under
the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that the Exchanging Dealers (as defined below) will be required to deliver a prospectus in
connection with resales of Exchange Securities. 
 The Company acknowledges that, pursuant to current interpretations by the
Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Additional Securities, acquired for its own account as a result of market
making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B
hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any
such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Securities acquired in exchange for Additional Securities constituting any portion of an
unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. 

The Company shall use its reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, 

  
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in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser,
such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the
Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer. 
 If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Additional Securities
acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the “Private Exchange”) for the Additional Securities held by such Initial Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6
hereof) to the Additional Securities (the “Private Exchange Securities”). The Additional Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.” 

In connection with the Registered Exchange Offer, the Company shall: 

(a)    deliver to each Holder a copy of the prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate Letter of Transmittal and related documents; 
 (b)    keep the
Registered Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders; 

(c)    utilize the services of a depositary for the Registered Exchange Offer, which may be the Trustee or
an affiliate of the Trustee; 
 (d)    permit Holders to withdraw tendered Additional Securities at any
time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and 

(e)    otherwise comply with all applicable laws. 

As soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall: 

(x)    accept for exchange all Additional Securities validly tendered and not withdrawn pursuant to the
Registered Exchange Offer and the Private Exchange; and 

  
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 (y)    cause the Trustee to deliver promptly to each Holder
of Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Additional Securities of such Holder so accepted for exchange. 

The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that
all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. 

Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange
will accrue from the last interest payment date on which interest was paid on the Additional Securities surrendered in exchange therefor or, if no interest has been paid on the Additional Securities, from October 15, 2016. 

Each Holder participating in the Registered Exchange Offer shall be required to represent to the Company that at the time of the consummation
of the Registered Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of its business, (ii) such Holder has no arrangements or understanding with any person to participate in the distribution of
the Additional Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder will
comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the
Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Additional Securities that were acquired as a result of market-making activities or other trading activities
and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 

Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment
thereto and any prospectus forming part thereof and any supplement thereto comply in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto do
not, when they become effective, 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 and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to such prospectus, do not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. 
 2.    Shelf Registration. If,
(i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange
Offer is not consummated within 365 days of December 9, 2016 (the “Issue Date”), (iii) any Initial Purchaser so requests with respect to the Additional Securities (or the Private Exchange Securities) not eligible to be exchanged for
Exchange Securities in the Registered Exchange 

  
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Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer
or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Securities on the date of the exchange, the Company shall take the following
actions: 
 (a)    The Company shall, at its cost, as promptly as practicable (but in no event more than
30 days after so required or requested pursuant to this Section 2) file with the Commission and thereafter shall use its reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) a registration
statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale
of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf
Registration”) on or prior to the 365th day following the Issue Date in the case of clauses (i) or (ii) above and on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed in the case of
clauses (iii) and (iv) above; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Additional Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing
to be bound by all the provisions of this Agreement applicable to such Holder. 
 (b)    The Company
shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Additional Securities, for a period of
two years (or for such longer period if extended pursuant to Section 3(j) below) from the date of its effectiveness or such shorter period that will terminate when all the Additional Securities covered by the Shelf Registration Statement (i)
have been sold pursuant thereto or (ii) may be sold without any limitations by non-affiliates of the Company under clause (d)(1)(i) of Rule 144 under the Securities Act, or any successor rule thereof, provided, however, that the six
month period shall be replaced with one year (the “Shelf Registration Period”). The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf
Registration Period if it voluntarily takes any action that would result in Holders of Additional Securities covered thereby not being able to offer and sell such Additional Securities during that period, unless such action is required by applicable
law. 
 (c)    Notwithstanding any other provisions of this Agreement to the contrary, the Company shall
cause (i) the Shelf Registration Statement and any amendment thereto and any related prospectus and any supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, to comply in all material respects
with the Securities Act and the rules and regulations thereunder, (ii) the Shelf Registration Statement and any amendment thereto not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading and (iii) the prospectus related to the Shelf Registration Statement, and any supplement to such prospectus, not to include an 

  
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untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. 
 3.    Registration Procedures. In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply: 

(a)    The Company shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the
Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the
original offering) is participating in the Registered Exchange Offer or the Shelf Registration Statement, the Company shall use its reasonable best efforts to reflect in each such document, when so filed with the Commission, such comments as such
Initial Purchaser reasonably may propose; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer”
section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of
Transmittal delivered pursuant to the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in the prospectus forming a
part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which
shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions
or policies have been publicly disseminated by the staff of the Commission or such positions or policies, in the reasonable judgment of the Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent the prevailing
views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes
a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who propose to sell Additional Securities pursuant to the Shelf Registration Statement, as
selling securityholders. 
 (b)    The Company shall give written notice to the Initial Purchasers, the
Holders of the Additional Securities proposed to be sold under the Shelf Registration Statement and any Participating Broker-Dealer from whom the Company has received prior written notice that it will be a Participating Broker-Dealer in the
Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made): 

  
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 (i)    when the Registration Statement or any amendment
thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective; 

(ii)    of any request by the Commission for amendments or supplements to the Registration Statement or the
prospectus included therein or for additional information; 
 (iii)    of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration
Statement has been filed, and of the happening of any event that causes the Company to become an “ineligible issuer,” as defined in Commission Rule 405; 

(iv)    of the receipt by the Company or its legal counsel of any notification with respect to the
suspension of the qualification of the Additional Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and 

(v)    of the happening of any event that requires the Company to make changes in the Registration
Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein
(in the case of the prospectus, in light of the circumstances under which they were made) not misleading. 

(c)    The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible
time, of any order suspending the effectiveness of the Registration Statement. 
 (d)    The Company
shall furnish to each Holder of Additional Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including
financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). The Company shall not, without the prior consent of the Initial Purchasers, make any offer
relating to the Additional Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405. 

(e)    The Company shall deliver to each Initial Purchaser, and to any other Holder who so requests,
without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto
(including those incorporated by reference). 

  
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 (f)    The Company shall, during the Shelf Registration
Period, deliver to each Holder of Additional Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and
any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders of the
Additional Securities in connection with the offering and sale of the Additional Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement. 

(g)    The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary, any
Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement. 
 (h)    Prior to any public offering
of the Additional Securities, pursuant to any Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Additional Securities included therein and their respective counsel in connection with the registration
or qualification of the Additional Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder of the Additional Securities reasonably requests in writing and do any and all other
acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Additional Securities covered by such Registration Statement; provided, however, that the Company shall not be required to (i)
qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject. 

(i)    To the extent the Additional Securities are not in book-entry form, the Company shall cooperate with
the Holders of the Additional Securities to facilitate the timely preparation and delivery of certificates representing the Additional Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Additional Securities pursuant to such Registration Statement. 

(j)    Upon the occurrence of any event contemplated by clauses (ii) through (v) of Section 3(b)
above during the period for which the Company is required to maintain an effective Registration Statement, the Company shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related


  
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prospectus and any other required document so that, as thereafter delivered to Holders of the Additional Securities or purchasers of Additional Securities, the prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the
Initial Purchasers, the Holders of the Additional Securities and any known Participating Broker-Dealer in accordance with clauses (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the
prospectus have been made, then the Initial Purchasers, the Holders of the Additional Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement
provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and
including the date when the Initial Purchasers, the Holders of the Additional Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). During the period
during which the Company is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company will prior to the three-year expiration of that Shelf Registration Statement file, and use its reasonable best efforts
to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Additional Securities covered by the expiring Shelf Registration Statement to make
registered dispositions, a new registration statement relating to the Additional Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement. 

(k)    Not later than the effective date of the applicable Registration Statement, the Company will provide
a CUSIP number for the Additional Securities, the Exchange Securities or the Private Exchange Securities, as the case may be, and provide the Trustee with certificates for the Additional Securities, the Exchange Securities or the Private Exchange
Securities, as the case may be, in a form eligible for deposit with The Depository Trust Company. 

(l)    The Company will comply with all rules and regulations of the Commission to the extent and so long
as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period. 

(m)    The Company has caused the Indenture to be qualified under the Trust Indenture Act of 1939, as
amended. In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture. 

  
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 (n)    The Company may require each Holder of Additional
Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Additional Securities as the Company may from time to time reasonably require for
inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Additional Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request. 

(o)    The Company shall enter into such customary agreements (including, if requested, an underwriting
agreement in customary form) and take all such other action, if any, as any Holder of the Additional Securities shall reasonably request in order to facilitate the disposition of the Additional Securities pursuant to any Shelf Registration. 

(p)    In the case of any Shelf Registration, the Company shall (i) make reasonably available for
inspection by the Holders of the Additional Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Additional Securities or
any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information
reasonably requested by the Holders of the Additional Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to
conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by you and
on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof; provided, further, however, that any information that is designated in writing by the
Company, in good faith, as confidential at the time of delivery of such information shall be kept confidential by the Holders or any such underwriter, attorney, accountant or other agent, unless such disclosure is made in connection with a court
proceeding or required by law, or such information is or becomes available to the public generally or through a third party without, to the knowledge of any recipient of confidential information, an accompanying obligation of confidentiality or is
independently developed. 
 (q)    In the case of any Shelf Registration, the Company, if requested by
any Holder of the Additional Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates thereof relating to the Additional Securities in customary form addressed to such Holders and the managing underwriters, if any,
thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement (it being agreed that the matters to be covered by such opinion shall include, without limitation, the good standing of the Company and
its subsidiaries; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(o) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of
the applicable Additional Securities; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Additional Securities, or any agreement of the type


  
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referred to in Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the
requirements of the Securities Act and the Trust Indenture Act, respectively; and (A) as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be,
the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein and (B) as of an applicable time identified by such Holders or managing
underwriters, the absence from such prospectus taken together with any other documents identified by such Holders or managing underwriters, in the case of (A) and (B), of an untrue statement of a material fact or the omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such incorporated documents, in the light of the circumstances existing at the time that such documents were filed with the
Commission under the Exchange Act)); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Additional Securities and (iii) its independent public
accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders of the applicable Additional Securities and any
underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and
only if permitted, by Statement of Auditing Standards No. 72. 
 (r)    In the case of the Registered
Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer signed opinions in the form set forth in
Section 5(b) of the Purchase Agreement with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants and the independent public accountants with respect to any other
entity for which financial information is provided in the Registration Statement to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as
set forth in Sections 5(a) and 5(b) of the Purchase Agreement, with appropriate date changes. 

(s)    If a Registered Exchange Offer or a Private Exchange is to be consummated, upon delivery of the
Additional Securities by Holders to the Company (or to such other person as directed by the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be, the Company shall mark, or cause to be marked, on
the Additional Securities so exchanged that such Additional Securities are being canceled in exchange for the Exchange Securities or the Private Exchange Securities, as the case may be; in no event shall the Additional Securities be marked as paid
or otherwise satisfied. 
 (t)    The Company will use its reasonable best efforts to (a) if the
Additional Securities have been rated prior to the initial sale of such Additional Securities, confirm 

  
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such ratings will apply to the Additional Securities covered by a Shelf Registration Statement, or (b) if the Additional Securities were not previously rated, cause the Additional Securities
covered by a Shelf Registration Statement to be rated with the appropriate rating agencies, but in each case only if so requested by Holders of a majority in aggregate principal amount of Additional Securities covered by such Registration Statement,
or by the managing underwriters, if any. 
 (u)    In the event that any broker-dealer registered under
the Exchange Act shall underwrite any Additional Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of
the Financial Industry Regulatory Authority (“FINRA”)) thereof, whether as a Holder of such Additional Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, the Company
will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as defined in Rule
2720) to participate in the preparation of the Registration Statement relating to such Additional Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration
Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Additional Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules. 

(v)    The Company shall use its reasonable best efforts to take all other steps necessary to effect the
registration of the Additional Securities covered by a Registration Statement contemplated hereby. 

4.    Registration Expenses. The Company shall bear all fees and expenses incurred in connection with the
performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of counsel for the Initial Purchasers incurred in connection with the Registered Exchange Offer), whether or not the
Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Additional Securities covered thereby for the reasonable fees and disbursements of
one firm of counsel designated by the Holders of a majority in principal amount of the Additional Securities covered thereby to act as counsel for the Holders of the Additional Securities in connection therewith. Each Holder shall be responsible for
paying all underwriting discounts and commissions, if any, relating to the sale or disposition of such Holder’s Securities pursuant to a Shelf Registration Statement. 

5.    Indemnification. 

(a)    The Company and each of the Guarantors, jointly and severally, agree to indemnify and hold harmless
each Holder of the Additional Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (each


  
 12 








 
Holder, any Participating Broker-Dealer and such controlling persons are referred to collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Additional Securities) to which each Indemnified Party may
become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf
Registration, 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 not misleading, and shall reimburse, as incurred, the
Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that the Company and each
Guarantor will not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement
or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the
Company by or on behalf of such Holder specifically for inclusion therein. 
 (b)    Each Holder of the
Additional Securities, severally and not jointly, will indemnify and hold harmless the Company and each Guarantor, their directors and officers and each person, if any, who controls the Company or such Guarantor within the meaning of the Securities
Act or the Exchange Act from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which the Company or any such Guarantor, their directors and officers or any such controlling person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in
conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall
reimburse, as incurred, the Company or any such Guarantor, their directors and officers or any such controlling person for any legal or other expenses reasonably incurred by the Company or any such Guarantor, their directors and officers or any such
controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability that such Holder may otherwise have to the Company, any
Guarantor, their directors and officers or any such controlling person. 

  
 13 








 (c)    Promptly after receipt by an indemnified party under
this Section 5 of notice of the commencement of any action or proceeding (including a governmental investigation), such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section
5, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability that it may have under subsection (a) or (b) above except to the extent
that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further that the failure to notify the indemnifying party shall not relieve it from any liability that it may
have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party will not be liable to
such indemnified party under this Section 5 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party. 
 (d)    If the
indemnification provided for in this Section 5 is unavailable or insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party on the other from the exchange of the Additional Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i) 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 party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof) as well as any other relevant equitable considerations. The relative fault of the parties 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 and the Guarantors on the
one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or 

  
 14 








 
prevent such statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision
of this Section 5(d), the Holders of the Additional Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Additional Securities pursuant to a
Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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 was not guilty of such fraudulent misrepresentation. For purposes of this subsection (d), each person, if any, who controls such
indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls the Company or any Guarantor within the meaning of the
Securities Act or the Exchange Act shall have the same rights to contribution as the Company and the Guarantors. 

(e)    The agreements contained in this Section 5 shall survive the sale of the Additional
Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party. 

6.    Additional Interest Under Certain Circumstances. 

(a)    Additional interest (the “Additional Interest”) with respect to the Additional
Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a “Registration Default”): 

(i)    If obligated to file a Shelf Registration Statement pursuant to (A) Sections 2(i)-(ii) above,
the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has
not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed; 

(ii)    If the Registered Exchange Offer has not been consummated on or before the 365th day after the
Issue Date; or 
 (iii)    If after either the Exchange Offer Registration Statement or the Shelf
Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective during the periods specified in Sections 1 and 2, as applicable; or (B) such Registration
Statement or the related prospectus ceases to be usable (except as permitted in subsection (b)) in connection with resales of Transfer Restricted Securities during the periods 

  
 15 








 
specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact
or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related
prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become
effective. 
 Additional Interest shall accrue on the Additional Securities over and above the interest set forth in the title of the
Additional Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured,
all Registration Defaults shall be cured on the date that each Additional Security is no longer a Transfer Restricted Security. The rate of the Additional Interest will be 0.25% per year for the first 90-day period immediately following the
occurrence of a Registration Default, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per
year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Additional Securities and the Exchange Securities.
The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest will cease and the interest rate will revert to
the original rate, 6.875%. The Additional Interest due pursuant to this Section 6(a) shall be the sole remedy for any Registration Default. 

(b)    A Registration Default referred to in Section 6(a)(iii)(B) hereof shall be deemed not to have
occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement
to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events,
with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf
Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 60 days, Additional Interest shall be payable in accordance
with the above paragraph from the day such Registration Default would have been deemed to occur but for this Section 6(b) until such Registration Default is cured. 

(c)    Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash
on the regular interest payment dates with respect to the Additional Securities. The amount of Additional Interest will be determined by 

  
 16 








 
multiplying the applicable Additional Interest rate by the principal amount of the Additional Securities, multiplied by a fraction, the numerator of which is the number of days such Additional
Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 

(d)    “Transfer Restricted Securities” means each Additional Security until (i) the date
on which such Transfer Restricted Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of an Additional Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the
Exchange Offer Registration Statement, (iii) the date on which such Additional Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such
Additional Securities are distributed to the public pursuant to Rule 144 under the Securities Act or are saleable by non-affiliates of the Company pursuant to Rule 144(d)(l)(i) under the Securities Act, provided, however, that the six month
period shall be replaced with one year. 
 7.    Rules 144 and 144A. The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the request of any Holder of Additional
Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Additional Securities may
reasonably request, all to the extent required from time to time to enable such Holder to sell Additional Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the
requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Additional Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Additional
Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of
its securities pursuant to the Exchange Act. 
 8.    Underwritten Registrations. If any of the Transfer
Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of such Transfer Restricted Securities to be included in such offering. 
 No person may participate in any
underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. 

  
 17 








 9.    Miscellaneous. 

(a)    Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in principal amount of (or, in the case of any Additional Interest, all) the
Additional Securities affected by such amendment, modification, supplement, waiver or consent. 

(b)    Notices. All notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail, facsimile transmission, or air courier that guarantees overnight delivery: 

(i)        if to a Holder of the Additional Securities, at the most current address
given by such Holder to the Company. 
 (ii)        if to the Initial
Purchasers: 
   Merrill Lynch, Pierce, Fenner & Smith 

                     
  Incorporated 
   One Bryant Park 

  New York, NY 10036 

  with a copy (which shall not constitute notice) to: 

  Latham & Watkins LLP 

  811 Main Street, Suite 3700 

  Houston, TX 77002 

  Fax No.: (713) 546-5401 

  Attention:    Sean Wheeler 

(iii)        if to the Company: 

  Matador Resources Company 

  One Lincoln Centre 

  5400 LBJ Freeway, Suite 1500 

  Dallas, Texas 75240 

  Fax No.:    (972) 371-5201 

  Attention:    Joseph Wm. Foran, Chief Executive Officer 

  
 18 








   with a copy (which shall not constitute notice) to: 

  Baker Botts L.L.P. 

  2001 Ross Avenue 

  Dallas, Texas 75201 

  Fax No.: (214) 661-4634 

  Attention:    Douglass M. Rayburn 

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery. 
 Unless otherwise indicated, all references herein to “days” are to calendar days. 

(c)    No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor
shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof. 

(d)    Successors and Assigns. This Agreement shall be binding upon the Issuer, the Guarantors and
their respective successors and assigns. 
 (e)    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. 

(f)    Headings. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof. 
 (g)    Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. 

(h)    Severability. If any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired
thereby. 
 (i)    Additional Securities Held by the Company. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Additional Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Additional Securities if such subsequent Holders are deemed to
be affiliates solely by reason of their holdings of such Additional Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

  
 19 








 (j)    Submission to Jurisdiction. By the execution
and delivery of this Agreement, the Issuer and each Guarantor submit to the nonexclusive jurisdiction of any competent federal or state court in the City and State of New York in any suit or proceeding arising out of or relating to this Agreement or
brought under federal or state securities laws. 
 [Signature pages follow.] 

  
 20 








 If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. 

 

					
		 	            Very truly yours,
		
		 	MATADOR RESOURCES COMPANY
			
		 	By: 	 	   /s/ Craig N. Adams

		 		 	Craig N. Adams
		 		 	 Executive Vice President – Land, Legal and Administration

		
		 	BLACK RIVER WATER MANAGEMENT COMPANY, LLC
		 	DELAWARE WATER MANAGEMENT COMPANY, LLC
		 	DLK BLACK RIVER MIDSTREAM, LLC
		 	LONGWOOD GATHERING AND DISPOSAL SYSTEMS GP, INC.
		 	LONGWOOD MIDSTREAM SOUTH TEXAS, LLC
		 	LONGWOOD MIDSTREAM SOUTHEAST, LLC
		 	LONGWOOD MIDSTREAM DELAWARE, LLC
		 	MATADOR PRODUCTION COMPANY
		 	MRC ENERGY COMPANY
		 	MRC DELAWARE RESOURCES, LLC
		 	MRC ENERGY SOUTHEAST COMPANY, LLC
		 	MRC ENERGY SOUTH TEXAS COMPANY, LLC
		 	MRC PERMIAN COMPANY
		 	MRC PERMIAN LKE COMPANY
		 	MRC ROCKIES COMPANY
		 	SOUTHEAST WATER MANAGEMENT COMPANY, LLC
			
		 	By:  	 	   /s/ Craig N. Adams

		 		 	Craig N. Adams
		 		 	Executive Vice President – Land, Legal and Administration


  
 Signature Page to
Registration Rights Agreement 








 
			
	LONGWOOD GATHERING AND DISPOSAL         SYSTEMS, LP
		
	By:  	 	Longwood Gathering and Disposal Systems GP, Inc., its general partner
		
	By:	 	   /s/ Craig N. Adams

		 	Craig N. Adams
		 	Executive Vice President – Land, Legal and
		 	Administration



  
 Signature Page to
Registration Rights Agreement 









			
	 The foregoing Registration Rights

Agreement is hereby confirmed and
 accepted as of the date first
above written.

	
	MERRILL LYNCH, PIERCE, FENNER & SMITH
	                         INCORPORATED
	    Acting on behalf of itself
	    and as the Representative of
	    the several Initial Purchasers
		
	By:	 	 Merrill Lynch, Pierce, Fenner & Smith

	                             Incorporated
		
	By:  	 	 /s/ Caroline Kim

		 	Name: Caroline Kim
		 	Title: Managing Director


  
 Signature Page to
Registration Rights Agreement 








 ANNEX A 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for
Additional Securities where such Additional Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the consummation of the
Registered Exchange Offer, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” 

  
 Annex A - 1 








 ANNEX B 

Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Additional Securities were
acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”


  
 Annex B - 1 








 ANNEX C 

PLAN OF DISTRIBUTION 

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received
in exchange for Additional Securities where such Additional Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the effective date of the Exchange
Offer Registration Statement, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition,
until                 , 20                 (90 days after the consummation of the
Registered Exchange Offer), all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. 
 The
Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker dealer or the
purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange
Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act. 
 For a period of 180 days after the consummation of the Registered Exchange Offer, the Company will
promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents as provided in the Letter of Transmittal. The Company has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the Holders of the Additional Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Additional Securities (including any
broker-dealers) against certain liabilities, including liabilities under the Securities Act. 

  
 Annex C - 1 








 ANNEX D 

☐    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES
OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. 
  

					
	Name:	 	  
	  	


					
	Address:	 	  
	  	
		 	  
	  	

 If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not
intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Additional Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to
admit that it is an “underwriter” within the meaning of the Securities Act. 

  
 Annex D - 1