Exhibit
4.1


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of April 9, 2019, by and between Ring Energy, Inc.,
a Nevada corporation (the “Company”), and Wishbone Energy Partners, LLC, a Delaware limited liability company
(the “Investor”).


 


WHEREAS, in
connection with that certain Purchase and Sale Agreement, dated as of February 25, 2019, by and between the Company, as Buyer,
and Investor and its wholly owned subsidiaries, Wishbone Texas Operating Company LLC and WB WaterWorks, LLC, as Sellers (the “Purchase
Agreement”), the Company has agreed to issue and sell to the Investor, as a portion of the consideration for the purchase
of the Assets (as defined in the Purchase Agreement), certain shares (the “Shares”) of restricted common stock,
par value $0.001, of the Company (the “Common Stock”); and


 


WHEREAS, the
Purchase Agreement provides for the entry into this Agreement by the Company and the Investor.


 


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


 


1.          Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given
such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 8(c).


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Automatic
Shelf Registration Statement” means an “Automatic Shelf Registration Statement,” as defined in Rule 405 under
the Securities Act.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction
of business.


 


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


 


“Common Stock”
shall have the meaning set forth in the Recitals.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2(b).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 




     


     


    

 


“Filing Deadline”
means, with respect to the initial Registration Statement required hereunder or any additional Registration Statements which may
be required pursuant to Section 3(c), the tenth (10th) calendar day following the Closing Date; provided, however,
that if such date falls on a Saturday, Sunday, or other day that the Commission is closed for business, the Filing Deadline
shall be extended to the next business day on which the Commission is open for business.


 


“FINRA”
shall have the meaning set forth in Section 3(h).


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities, including
the Investor and, as applicable, any Permitted Transferee.


 


“Indemnified
Party” shall have the meaning set forth in Section 7(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 7(c).


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to Section 2 of this Agreement.


 


“Investor”
shall have the meaning set forth in the Preamble.


 


“Losses”
shall have the meaning set forth in Section 7(a).


 


“OTCBB”
means the OTC Bulletin Board, a regulated quotation service that displays the real-time quotes, last sale prices and volume information
of the Common Stock, referred to as “over-the counter.” An over-the-counter security is not listed or traded on an
exchange.


 


“Permitted
Transferee” shall have the meaning set forth in Section 8(g).


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Piggyback
Registration” shall have the meaning set forth in Section 4(a).


 


“Piggyback
Registration Notice” shall have the meaning set forth in Section 4(a).


 


“Piggyback
Registration Request” shall have the meaning set forth in Section 4(a).


 


“Principal
Trading Market” means the Trading Market, if any, on which the Common Stock is primarily listed on and quoted for trading.
As of the date of this Agreement and the Closing Date, the Common Stock is listed on the NYSE American.


 


“Proceeding”
means an action, claim, suit, investigation, or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 




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“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.


 


“Registrable
Securities” means (a) all Shares and (b) any securities issued or issuable upon any stock split, dividend or other distribution,
recapitalization, or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall
cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another,
Registration Statement hereunder with respect thereto) for so long as: (i) they have been effectively registered under Section
5 of the Securities Act and disposed of pursuant to an effective Registration Statement; or (ii) such Registrable Securities can
be freely sold and transferred without restriction and without the requirement for the Company to be in compliance with the current
public information requirement under Rule 144, as set forth in a written opinion letter to such effect, addressed, delivered and
reasonably acceptable to the applicable transfer agent and the holders of such securities, or any other restrictions under the
Securities Act; provided, however, that in the case of the preceding clause (ii) such Registrable Securities shall only
cease to be Registrable Securities upon the earlier of the time (A) the then Holder of the Registrable Securities, together with
its affiliates (as such term is defined in the Exchange Act), holds less than 2% of the then-outstanding Common Stock or (B) three
(3) years from the date such Registration Statement is declared effective by the Commission (provided that such three-year period
shall be extended by a number of days equal to the number of days included in any period during which such Registration Statement
may cease to be effective following the initial declaration of effectiveness by the Commission).


 


“Registration
Statement” means the registration statement required to be filed hereunder and any additional registration statements
contemplated by this Agreement that covers any of the Registrable Securities, including (in each case) the Prospectus, amendments
and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 


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


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 




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“SEC Guidance”
means (a) any publicly available written or oral guidance, comments, requirements, or requests of the Commission staff and (b)
the Securities Act.


 


“SEC Reports”
means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act
and the Exchange Act, including pursuant to Sections 13(a) or 15(d) thereof.


 


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


 


“Selling Stockholder
Questionnaire” means a questionnaire in the form attached as Exhibit A hereto, or such other form of questionnaire
as may reasonably be adopted by the Company from time to time.


 


“Shares”
shall have the meaning set forth in the recitals.


 


“Trading Day”
means (a) a day on which the Common Stock is listed or quoted and traded on its Principal Market (other than the OTCBB); (b) if
the Common Stock is not listed on a Trading Market (other than the OTCBB), a day on which the Common Stock is traded in the over-the-counter
market, as reported by the OTCBB; or (c) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock
is quoted in the over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or any similar organization
or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed
or quoted as set forth in (a), (b), and (c) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market, the
NASDAQ Capital Market or OTCBB on which the Common Stock is listed or quoted for trading on the date in question.


 


“Underwritten
Offering” means a registration in which securities of the Company are sold to an underwriter or underwriters on a firm
commitment basis for reoffering to the public.


 


2.          Shelf
Registration.


 


(a)          As
promptly as reasonably practicable after the Closing Date, but no later than the Filing Deadline, the Company shall prepare and
file with the Commission a Registration Statement (which Shelf Registration Statement shall be an Automatic Shelf Registration
Statement if the Company is then eligible to file an Automatic Shelf Registration Statement) covering the resale of all of the
Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415. The Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register
for resale the Registrable Securities on Form S-3, in which case such registration shall be on such other form available to register
for resale the Registrable Securities as a secondary offering) subject to the provisions of Section 2(d). Subject to the
terms of this Agreement, the Company shall use reasonable best efforts to cause each Registration Statement to be declared effective
by the Commission as promptly as possible after the filing thereof, and shall use reasonable best efforts to keep each Registration
Statement continuously effective under the Securities Act until such time as no Registrable Securities remain outstanding (the
“Effectiveness Period”). The Company shall telephonically request effectiveness of a Registration Statement
as of 5:00 p.m. New York City time on a Trading Day. The Company shall promptly notify the Holders via facsimile or by email delivery
of a “.pdf” format data file of the effectiveness of a Registration Statement on the same Trading Day that the Company
telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of a Registration
Statement. The Company shall, on the Trading Day after the Effective Date, file a final Prospectus with the Commission as required
by Rule 424(b).


 




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(b)          Each
Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than five (5) Trading Days following
the date of this Agreement. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in
the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder
has returned to the Company a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns
a Selling Stockholder Questionnaire after the applicable deadline, the Company shall use commercially reasonable efforts to take
such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective
or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration Statement the Registrable
Securities identified in such late Selling Stockholder Questionnaire. Each Holder acknowledges and agrees that the information
in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(c) will be used
by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the
Registration Statement.


 


3.          Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)          Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than two (2) Trading Days prior
to the filing of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports), (i) furnish to each Holder, copies of
all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference)
will be subject to the review of such Holder (it being acknowledged and agreed that if a Holder does not object to or comment on
the aforementioned documents within such five (5) Trading Day or one (1) Trading Day period, as the case may be, then the Holder
shall be deemed to have consented to and approved the use of such documents), and (ii) use commercially reasonable efforts to cause
its officers and directors, counsel and independent certified public accountants to respond to such inquiries as shall be necessary,
in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that the Company
is notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished copies of
a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments
or supplements thereto. For purposes of clarity, the opportunity of review by the Holders and their representatives set forth herein
shall be on a one time basis only with respect to a particular filing, and shall not be construed to commence additional review
periods or opportunities which may otherwise interfere with the Company’s ability to file any documents hereunder in a timely
manner.


 




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(b)          (i)
Prepare and file with the Commission such amendments (including post-effective amendments) and supplements to each Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such
additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities;
(ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of
this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably
possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and, as
promptly as reasonably possible, provide the Holders true and complete copies of all correspondence from and to the Commission
relating to such Registration Statement that pertains to the Holders as “Selling Stockholders” but not any comments
that would result in the disclosure to the Holders of material and non-public information concerning the Company; and (iv) comply
in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all
Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of
this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so
amended or in such Prospectus as so supplemented.


 


(c)          If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds the number of shares of Common Stock
then registered in a Registration Statement, then the Company shall file, as soon as reasonably practicable, an additional Registration
Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 




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(d)          Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such
Person) confirm such notice in writing no later than one (1) Trading Day following the day (i) (A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed; (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement; and (C) with respect to a Registration Statement or any post-effective amendment, when the same
has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of
the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to
be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement, it will not contain any 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 not misleading
or, in the case of a Prospectus, it will not 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; and (vi)
of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be
material and that, in the good faith determination of the Company, makes it not in the best interest of the Company to allow continued
availability of a Registration Statement or Prospectus, provided that any and all of such information shall remain confidential
to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law.


 


(e)          Use
reasonable best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order stopping or suspending the
effectiveness of a Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any
of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)          Furnish
to such Holder, without charge, at least one (1) conformed copy of each Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that the Company shall have no
obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.


 




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(g)          Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)          The
Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the Financial Industry Regulatory Authority (“FINRA”) Corporate Financing Department pursuant
to FINRA Rule 5110, as requested by any such Holder.


 


(i)            Prior
to any resale of Registrable Securities by a Holder, use reasonable best efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or “blue sky” laws of such jurisdictions within the United
States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective
during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such
jurisdictions of the Registrable Securities covered by each 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, (ii) subject
the Company to any material tax in any such jurisdiction where it is not then so subject, or (iii) file a general consent to service
of process in any such jurisdiction.


 


(j)           Cause
all Registrable Securities covered by each Registration Statement to be registered and approved by such other domestic governmental
agencies or authorities, if any, as may be necessary to enable the Holders thereof to consummate the disposition of such Registrable
Securities.


 


(k)          Prepare
and file in a timely manner all documents and reports required by the Exchange Act throughout the Effectiveness Period.


 


(l)            If
requested by a Holder, cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement and under applicable law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such Holder may request.


 


(m)          List
or include all Registrable Securities on the NYSE American and any other Trading Market on which the Common Stock is then listed
or included.


 


(n)          Within
one (1) business day after a Registration Statement which covers Registrable Securities is declared effective by the Commission,
the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities, a written opinion to the effect a Registration Statement covering the Registrable Securities has been declared effective
by the Commission and such Registrable Securities may be sold without legends regarding restrictions on transfer under the Securities
Act.


 




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(o)          Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible (taking into account the
Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure
of such event), prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement
to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, no Registration Statement will 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 no Prospectus
will include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance
with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to
exercise its right under this Section 3(o) to suspend the availability of a Registration Statement and Prospectus,
for a period not to exceed 30 consecutive calendar days but no more than 60 calendar days in the aggregate in any 12 month period.


 


(p)          Comply
with all applicable rules and regulations of the Commission.


 


(q)          The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common
Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural persons who have
the power to vote or dispose of the common stock, and (iv) any other information as may be requested by the Commission, FINRA,
or any state securities commission.


 


(r)           Make
available upon reasonable notice at reasonable times and for reasonable periods for inspection by the Holders, by any underwriter
participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other
agent retained by the Holders or any such underwriter, all pertinent financial and other records, pertinent corporate documents
and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public
accountants who have certified its financial statements to make themselves reasonably available to discuss the business of the
Company and to supply all material information related to the Company’s business, financial condition and operations reasonably
requested by any such Person in connection with such Registration Statement as shall be reasonably necessary to enable them to
exercise their due diligence responsibility; provided that any such Person gaining access to information regarding the Company
pursuant to this Section 3(r) shall agree to hold in strict confidence and shall not make any disclosure or use any information
regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified,
unless (i) the release of such information is required (by deposition, interrogatory, requests for information or documents by
a governmental entity, subpoena or similar process), (ii) such information is or becomes publicly known other than through a breach
of this or any other agreement of which such Person has knowledge, (iii) such information is or becomes available to such Person
on a non-confidential basis from a source other than the Company or (iv) such information is independently developed by such Person.


 




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(s)          The
Company may require the Holder of Registrable Securities covered by a Registration Statement to furnish such information regarding
such Holder’s intended method of disposition of such Registrable Shares as it may from time to time reasonably request in
writing. If any material information is not furnished within a commercially reasonable period of time after receipt of such request,
the Company may exclude the Holder’s Registrable Securities from such Registration Statement; provided, however,
the Company shall hold in confidence and not make any disclosure of information concerning the Holder provided to the Company unless:
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other order from a court or governmental body of competent jurisdiction, regulatory agency
or is required by applicable law, legal process or regulation, (iv) such information has been made generally available to the public
other than by disclosure in violation of this or any other agreement (to the knowledge of the Company), or (v) the Holder consents
to the form and content of any such disclosure.


 


4.          Piggyback
Registration.


 


(a)          If
at any time after the Closing Date the Company shall at any time propose to file a registration statement under the Securities
Act with respect to an offering of Common Stock (other than a registration statement on Form S-4, Form S-8 or any successor forms
thereto or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), whether or
not for its own account, then the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any
event at least ten (10) Business Days, except if the registration statement will be a shelf registration statement, at least five
(5) Business Days, before) the anticipated filing date (the “Piggyback Registration Notice”). The Piggyback
Registration Notice shall offer Holders the opportunity to include for registration in such registration statement the number of
Registrable Securities as they may request in writing (a “Piggyback Registration”). The Company shall use commercially
reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received
written requests for inclusion therein (“Piggyback Registration Request”) within three (3) Business Days or,
if the Piggyback Registration will be on a shelf registration statement, within two (2) Business Days, after sending the Piggyback
Registration Notice. If the Registration Statement that is the subject of the Piggyback Registration relates solely to an Underwritten
Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 4(a) must, and the
Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in
such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any basis other than solely an
Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 4(a) must,
and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder
shall be permitted to withdraw all or part of their respective Registrable Securities from a Piggyback Registration by giving written
notice to Parent of its request to withdraw; provided that (A) such request must be made in writing prior to the effectiveness
of such registration statement and (B) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no
longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. Any
withdrawing Holder shall continue to have the right to include any Registrable Securities in any subsequent registration statement
or registration statements as may be filed by the Company with respect to offerings of Common Stock, all upon the terms and conditions
set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section
4 at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration
Statement. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section
6 hereof.


 




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(b)          If
the managing underwriter or underwriters of any proposed Underwritten Offering of Registrable Securities included in a Piggyback
Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities which such
Holders and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without
being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market
for the securities offered, then the securities to be included in such registration shall be (i) first, to the Company, and (ii)
second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, pro rata
among all Holders requesting Piggyback Registration based on the relative number of Registrable Securities then held by each such
Holder.


 


5.          Underwritten
Offerings.


 


(a)          If
requested by the underwriters for any Underwritten Offering, the Company shall enter into an underwriting agreement with such underwriters
for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, the Holders participating
in such Underwritten Offering and the underwriters, and to contain such representations and warranties by the Company and such
other terms as are generally prevailing in agreements of that type. The Holders shall cooperate with the Company in the negotiation
of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof.
Such Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations
and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily
made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions
precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations
of such Holders.


 




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(b)          If
the Company proposes to register any of its securities under the Securities Act as contemplated by Section 4 and such securities
are to be distributed in an Underwritten Offering through one or more underwriters, the Company shall, if requested by any Holder
pursuant to Section 4(a) and subject to the provisions of Section 4(b), use its commercially reasonable efforts to
arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such registration
all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such
underwriters in such registration. The Holders participating in such registration shall be parties to the underwriting agreement
between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers
to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent
to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations
of such Holders.


 


(c)          Subject
to the provisions of Section 5(a) and (b), no Person may participate in any Underwritten Offering hereunder unless
such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by
the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, lock-up
agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements;
provided, however, that no Holder participating in an Underwritten Offering shall be required to make any representations or warranties
in connection with any such Underwritten Offering other than representations and warranties as to such Holder’s ownership
of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims and encumbrances, such Holder’s
power and authority to effect such transfer and such matters pertaining to compliance with securities laws as may be reasonably
requested, and no Holder participating in an Underwritten Offering shall be required to undertake any indemnification obligations
to the Company or the underwriters with respect thereto except as otherwise provided in Section 7.


 




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6.          Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with this Agreement (excluding
any underwriting discounts and selling commissions applicable to the sale of Registrable Securities for any Holder) shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
(A) with respect to filings made with the Commission, (B) with respect to filings required to be made with the Principal Trading
Market, or any Trading Market on which the Common Stock is then quoted or listed for trading, and (C) in compliance with applicable
state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements
of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities), (ii) printing
expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) fees and disbursements
of counsel for the Company, (iv) Securities Act liability insurance, if the Company so desires such insurance, and (v) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection
with the quotation or listing of the Registrable Securities on any securities exchange as required hereunder. Notwithstanding the
foregoing, (A) any underwriting, broker or similar fees, discounts or commissions (or fees of similar securities industry professionals)
relating to any Holder’s Registrable Securities, (B) any transfer taxes relating to the disposition of such Registrable Securities
by such Holder, and (C) any fees and expenses of counsel for such Holder and other Persons retained by such Holder will be payable
by such Holder, and the Company will have no obligation to pay any such amounts.


 


7.          Indemnification.


 


(a)          The
Company shall, notwithstanding any termination of this Agreement, indemnify, defend, and hold harmless each Holder, the officers,
directors, agents, partners, members, managers, stockholders, brokers, affiliates, and employees (and any other Persons with a
functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each
of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, partners, members, managers, stockholders, agents, and employees (and any other Persons
with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of
each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’
fees), and expenses (collectively, “Losses”), as incurred, that arise out of or relate to (i) (A) in the case
of any Registration Statement, any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) in
the case of any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
any untrue or alleged untrue statement of a material fact included therein or any omission or alleged omission of a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule
or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but
only to the extent, that (A) such untrue statements or omissions are based upon information regarding such Holder furnished in
writing to the Company by such Holder specifically for use therein, or to the extent that such information relates to such Holder
or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such
Holder for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto or (B) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and
following the receipt by such Holder of the Advice contemplated in Section 8(c). The Company shall notify the Holders
promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated
by this Agreement of which the Company is aware.


 




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(b)          Each
Holder shall, severally and not jointly, indemnify, defend and hold harmless the Company, its directors, officers, agents, and
employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted
by applicable law, from and against all Losses, as incurred, to the extent arising out of or based upon: (x) such Holder’s
failure to comply with the prospectus delivery requirements of the Securities Act or (y) (A) in the case of any Registration Statement,
any untrue or alleged untrue statement of a material fact contained therein or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, or (B) in the case of any Prospectus,
or in any amendment or supplement thereto or in any preliminary prospectus, any untrue or alleged untrue statement of a material
fact included therein or any omission or alleged omission of a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading (i) to the extent, but only to the extent, that such untrue statement
or omission is contained or included, as applicable, in any information so furnished in writing by such Holder to the Company specifically
for inclusion in such Registration Statement or such Prospectus, (ii) to the extent that such information relates to such Holder
or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved in writing by such
Holder for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto, or (ii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an outdated
or defective Prospectus after the Company has notified such Holder that the Prospectus is outdated or defective and following the
receipt by such Holder of the Advice contemplated in Section 8(c).


 


(c)          If
any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying
Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined
by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have
materially and adversely prejudiced the Indemnifying Party.


 




    	14 



     


    

 


(d)          Subject
to the provisions hereinafter stated, in case any such action shall be brought against an Indemnified Party, an Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has
agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party,
and such Indemnified Party shall have been advised by counsel that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies
the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying
Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party);
provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys
at any time for all Indemnified Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified
Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.


 


(e)          Subject
to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section
7) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the Indemnifying
Party; provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees
and expenses applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder). The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement
of any such action shall not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 7,
except to the extent that the Indemnifying Party is materially and adversely prejudiced in its ability to defend such action.


 




    	15 



     


    

 


(f)          If
the indemnification under Section 7(a) or 7(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified
Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or
alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred
by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto
agree that it would not be just and equitable if contribution pursuant to this Section 7(f) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 7(f), (A) no Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from
the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise
been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution
will be made under circumstances where the maker of such contribution would not have been required to indemnify the Indemnified
Party under the fault standards set forth in this Section 7. 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.


 


The indemnity and contribution
agreements contained in this Section 7 are in addition to any liability that the Indemnifying Parties may have to the Indemnified
Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.


 


8.          Miscellaneous.


 


(a)          Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not provide adequate compensation for any Losses incurred by reason of a breach by it
of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 




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(b)          Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


(c)          Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.


 


(d)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed
by the Company and the Holders. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver
or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each
Holder shall be reduced pro rata among all Holders, and each Holder shall have the right to designate which of its Registrable
Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the rights of some Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver
or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the first sentence of this Section 8(d).


 


(e)          Termination.
This Agreement and the obligations of the Company and the Holder hereunder (other than Section 7) shall terminate on the
first date on which no Registrable Securities remain outstanding.


 


(f)          Notices.
All notices and communications required or permitted to be given hereunder shall be in writing and shall be delivered personally,
or sent by bonded overnight courier, or mailed by U.S. Express Mail or by certified or registered United States Mail with all postage
fully prepaid, or sent by email transmission (provided that a receipt of such email is requested and received), addressed to the
Company or the Investor, at the addresses as shown in the Purchase Agreement, and to any other Holder, at the address as shown
in an Instrument of Adherence, the form of which is attached hereto as Exhibit B. Any notice given in accordance herewith
shall be deemed to have been given only when delivered to the addressee in person, or by courier, or transmitted by email transmission
during normal business hours on a Business Day (or if delivered or transmitted after normal business hours on a Business Day or
on a day other than a Business Day, then on the next Business Day), or upon actual receipt by the addressee during normal business
hours on a Business Day after such notice has either been delivered to an overnight courier or deposited in the United States Mail,
as the case may be (or if delivered after normal business hours on a Business Day or on a day other than a Business Day, then on
the next Business Day). The Parties may change the address and the email address to which such communications are to be addressed
by giving written notice to the other Parties in the manner provided in this Section 8(f).


 




    	17 



     


    

 


(g)          Transfers
of Registration Rights. None of the rights of any Holder under this Agreement shall be transferred or assigned to any Person;
provided, however, that any Holder may transfer or assign its rights to a Person if such Person agrees to become
a party to, and bound by, all of the terms and conditions of this Agreement by duly executing and delivering to the Company an
Instrument of Adherence in the form attached as Exhibit B hereto (each, a “Permitted Transferee”).


 


(h)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,
devisees, legatees, legal representatives, successors and permitted assigns.


 


(i)          Execution
and 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 email 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.


 


(j)          Governing
Law. This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State
of Texas, without giving effect to any conflicts of law rule or principle that might require the application of the laws of another
jurisdiction.


 


(k)          Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


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


 




    	18 



     


    

 


(m)          Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit
or affect any of the provisions hereof.


 


(n)          Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its
rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder
to be joined as an additional party in any proceeding for such purpose.


 


(o)          Rule
144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange
Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will,
upon the reasonable request of the Holders, make publicly available such necessary information for so long as necessary to permit
sales pursuant to Rule 144 under the Securities Act), and it will take such further action as the Holders may reasonably request,
all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144, as such rule may be amended from time to time,
or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of a Holder, the Company will
deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.


 


(p)          Opt-Out
Notices. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such
Holder not receive notice from the Company of the proposed filing of any Registration Statement pursuant to Section 2 or
Section 4 or any proposed Underwritten Offering pursuant to Section 5; provided, however, that such Holder may later
revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked),
(i) the Company shall not deliver any such notice to such Holder and such Holder shall no longer be entitled to the rights associated
with any such notice.


 


(q)          No
Inconsistent Agreements; Additional Rights. The Company has not previously entered into any agreement granting
any registration rights with respect to any of its securities to any Person, other than the Registration Rights Agreement, dated
as of December 21, 2018, by and between the Company and Tessara Petroleum Resources, LLC, a Delaware limited liability company.
The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent in any material respect
with, or superior to, the registration rights granted to the Holders by this Agreement. Notwithstanding any other rights and remedies
the Holders may have in respect of the Company or such other party pursuant to this Agreement, if the Company enters into any future
registration rights or similar agreement with respect to any of its securities that contains provisions that violate the preceding
sentence, the terms and conditions of this Agreement shall immediately be deemed to have been amended without further action by
the Company or any of the Holders of Registrable Shares so that such Holders of such Registrable Shares shall each be entitled
to the benefit of any such more favorable or less restrictive terms or conditions, as the case may be.


 


[Remainder of page intentionally left
blank. Signature page follows.]


 




    	19 



     


    

 


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


 


	 	COMPANY:
	 	 
	 	RING ENERGY, INC.
	 	 	 
	 	By:	 
	 	Name:  	Kelly Hoffman
	 	Title:	Chief Executive Officer


 


Signature
Pages to 


Registration
Rights Agreement


 




     


     


    

 


	 	INVESTOR:
	 	 
	 	Wishbone Energy Partners, LLC
	 	 	 
	 	By:	 
	 	Name:  	H. Craig Clark
	 	Title:	Chief Executive Officer and President


 


Signature
Pages to 


Registration
Rights Agreement


 




     


     


    

 


EXHIBIT
A


 


SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE


 


The undersigned acknowledges
that it is a beneficial owner of securities of Ring Energy, Inc. (the “Company”). The undersigned understands
that, pursuant to the terms of the Purchase and Sale Agreement between the Company and Wishbone Energy Partners, LLC, a Delaware
limited liability company, Wishbone Texas Operating Company LLC, a Texas limited liability company, and WB WaterWorks, LLC, a Texas
limited liability company and the related Registration Rights Agreement, it will be named as a selling stockholder in the prospectus
that forms a part of the Company’s Registration Statement on Form S-3 (the “Registration Statement”).
The Registration Statement registers for resale under the Securities Act of 1933, as amended (the “Securities Act”),
the securities the undersigned beneficially owns that are disclosed in response to Question 3(b) of this Questionnaire (the “Registrable
Securities”). The Company will use the information that the undersigned provides in this Questionnaire to ensure the
accuracy of the Registration Statement and the prospectus, as supplemented.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of securities to registered under the Registration Statement are advised to consult their own securities
law counsel regarding the consequences of being named or not named as a selling stockholder in the Registration Statement and the
related prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Registration Statement.


 


The undersigned acknowledges
and agrees that (i) by completing, dating, executing and returning this Questionnaire to the Company, it is giving written notice
to the Company of its desire to have the securities disclosed in response to Question 3(b) of this Questionnaire included in the
Registration Statement and (ii) it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.


 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate and complete:


 


 QUESTIONNAIRE




 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder:



 


	 	 
	 	 


 




     


     


    

 


		(b)	Full Legal Name of Registered Holder (if not the same as
(a) above) through which Registrable Securities Listed in Item 3 below are held:



 


	 	 
	 	 


 


		(c)	Full Legal Name of the natural person(s) who directly or
indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire:



 


	 	
        

	 	 





2.          Contact
Information. Provide the address, telephone number, fax number and email address of the selling securityholder.


 


	Address:	
         

	Telephone:	
         

	Fax:	
         

	E-Mail:	
        



 


3.          Ownership
of the Company’s Securities. This question covers beneficial ownership of the Company’s securities. Please see
below for information as to the meaning of “beneficial ownership.” State (a) the number of shares of the Company’s
common stock (including any shares issuable upon exercise of warrants or other convertible securities) that the selling securityholder
beneficially owned as of the date this Questionnaire is signed and (b) the number of such shares of the Company’s common
stock that the selling securityholder wishes to have registered for resale in the Registration Statement:


 


		(a)	Number of shares of common stock and other equity securities
owned:



 


	 	 



 


		(b)	Number of shares of common stock and other equity securities
owned to be registered for resale in the Registration Statement:



 


	 	 





 


A “Beneficial
Owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise has or shares: (a) Voting power which includes the power to vote, or to direct the voting of, such security; and/or
(b) Investment power which includes the power to dispose, or direct the disposition of, such security. Please note that either
voting power or investment power, or both, is sufficient for you to be considered the beneficial owner of shares.


 




     


     


    

 


Any person
who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement
or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of
such beneficial ownership as part of a plan or scheme to evade the reporting requirements of the federal securities acts shall
be deemed to be the beneficial owner of such security.


 


Notwithstanding
the foregoing, a person is deemed to be the “beneficial owner” of a security if that person has the right to acquire
beneficial ownership of such security within 60 days, including but not limited to any right to acquire: (a) through the exercise
of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power to revoke a trust, discretionary
account or similar arrangement; or (d) pursuant to the automatic termination of a trust, discretionary account or similar arrangement;
provided, however, any person who acquires a security or power specified in (a), (b) or (c) above, with the purpose
or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having
such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of the securities which may
be acquired through the exercise or conversion of such security or power.


 


4.          Acquisition
of Shares. If the selling securityholder did not acquire the securities to be sold directly from the Company, please describe
below the manner in which the securities were acquired including, but not limited to, the date, the name and address of the seller(s),
the purchase price and pursuant to which documents (the “Acquisition Documents”) and please forward such documents
as provided below.


	 
	 


 


		5.	Broker-Dealer Status:



 


		(a)	Are you a broker-dealer?



 


Yes  ̈
         No  ̈


 


		(b)	If “yes” to Section 5(a), did you receive your
Registrable Securities as compensation for investment banking services to the Company?



 


Yes  ̈
         No  ̈


 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes  ̈
         No  ̈


 


		Note:	If yes, provide a narrative explanation below:



	 	 	
         

         

	 	 	 


 




     


     


    

 


		(d)	If you are an affiliate of a broker-dealer, do you certify
that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable
Securities?



 


Yes  ̈
         No  ̈


 


6.          Relationships
with the Company: Describe the nature of any position, office or other material relationship the selling securityholder has
had with the Company during the past three years.


 


	 
	 


 


Except as
set above, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of
more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.


 


7.           Plan of Distribution.
The undersigned has reviewed the proposed “Plan of Distribution” or “Underwriting” section in the Registration
Statement or an applicable prospectus supplement and agrees that the statements contained therein reflect its intended method(s)
of distribution or, to the extent these statements are inaccurate or incomplete, the undersigned has communicated in writing to
one of the parties listed above its signature any changes to the proposed “Plan of Distribution” that are required
to make these statements accurate and complete.


 


___ (Please insert an “X”
to the left if you have made any changes)


 


8.          Legal
Proceedings with the Company. Is the Company a party to any pending legal proceeding in which the selling securityholder is
named as an adverse party?


 


	 	 ̈ Yes	  ̈
    No	 


State any exceptions here:


	 	
         

         

	 	 


 


9.          Reliance
on Responses. The undersigned acknowledges and agrees that the Company and its legal counsel shall be entitled to rely on its
responses in this Questionnaire in all matters pertaining to the Registration Statement and the sale of any Registrable Securities
pursuant to the Registration Statement.


 




     


     


    

 


The undersigned hereby
acknowledges and is advised of the SEC’s Compliance and Disclosure Interpretation 239.10 regarding short selling:


 


An Issuer filed
a Form S-3 registration statement for a secondary offering of common stock which is not yet effective. One of the selling shareholders
wanted to do a short sale of common stock “against the box” and cover the short sale with registered shares after the
effective date. The issuer was advised that the short sale could not be made before the registration statement become effective,
because the shares underlying the short sale are deemed to be sold at the time such sale is made. There would, therefore, be a
violation of Section 5 if the shares were effectively sold prior to the effective date.


 


By returning this Questionnaire,
the undersigned will be deemed to be aware of the foregoing interpretation.


 


If the Company is required
to file a new or additional registration statement to register Registrable Securities beneficially owned by the selling securityholder,
the undersigned hereby agrees to complete and return to the Company, upon the request of the Company, a new Questionnaire (in a
form substantially similar to this Questionnaire).


 


If the selling securityholder
transfers all or any portion of its Registrable Securities after the date on which the information in this Questionnaire is provided
to the Company, the undersigned hereby agrees to notify the transferee(s) at the time of transfer of its rights and obligations
hereunder.


 


By signing below, the
undersigned represents that the information provided herein is accurate and complete. The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any
time while the Registration Statement remains effective.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein and the inclusion of such information in the Registration
Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information
will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related
prospectus.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     


    

 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person or by its
duly authorized agent.


 





	Dated:	 	 	Beneficial Owner:	 













 





	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:







 


PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


[Name]


[Name of Placement Agent]


[Address]


[Address]


Tel:


Fax:


Email:


 




     


     


    

 


EXHIBIT B


 


INSTRUMENT OF ADHERENCE


 


Reference is hereby made to that certain
Registration Rights Agreement, dated as of __________, 2019, between Ring Energy, Inc., a Nevada corporation (the “Company”),
and Wishbone Energy Partners, LLC, a Delaware limited liability company, as amended and in effect from time to time (the “Registration
Rights Agreement”). Capitalized terms used herein without definition shall have the respective meanings ascribed thereto
in the Registration Rights Agreement.


 


The undersigned, in connection with becoming
the owner or holder of ______________ shares of common stock, par value $0.001 per share, of the Company, hereby agrees that, from
and after the date hereof, the undersigned has become a party to the Registration Rights Agreement in the capacity of a Permitted
Transferee, and is entitled to all of the benefits under, and is subject to all of the obligations, restrictions and limitations
set forth in, the Registration Rights Agreement that are applicable to Permitted Transferees. This Instrument of Adherence shall
take effect and shall become a part of the Registration Rights Agreement immediately upon execution.


 


Executed under seal as of the date set
forth below under the laws of ___________________.


 


	 	Signature: 	 
	 	Name:
	 	Title:
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 
	 	Email:
	 	 


 


Accepted:


 


RING ENERGY, INC.,


a Nevada corporation


 


	By: 	                           	 
	Name:
	Title:
	 
	Date:  ___________________, 2019


 


Instrument of Adherence to Registration
Rights Agreement