GulfSlope Energy, Inc. 8-K


 


Exhibit 10.1


 








REGISTRATION
RIGHTS AGREEMENT 


This
Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2019, by and between
GulfSlope Energy, Inc., a Delaware corporation (the “Company”), and Delek GOM Investments, LLC (the “Lender”).


WHEREAS,
the Company has agreed, upon the terms and subject to the conditions contained therein, to issue Warrants (as defined below) to
the Lender pursuant to that certain term loan agreement, dated March 1, 2019 (the “Term Loan Agreement”), by
and between the Company and the Lender, each of which Warrant is exercisable into shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”) at an exercise price of $0.042 per share;


WHEREAS,
pursuant to the Tem Loan Agreement, the Company issued Warrants to purchase 238,095,238 shares of Common Stock to the Lender and
the Lender fully exercised the Warrants through an extinguishment of the then outstanding obligations of the Company under the
Term Loan Agreement;


WHEREAS,
the Company may borrow additional loans up to $1.0 million under the Term Loan Agreement and will be obligated to issue to the
Lender a new warrant to purchase the number of shares of Common Stock equal to the quotient of the total loans divided by $0.042;
and


WHEREAS,
in connection with the Term Loan Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities
Act”), and applicable state securities laws;


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Lender hereby agree as follows:


1.


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


“Additional
Filing Deadline” means, with respect to any Registration Statements that may be required pursuant to Section 2(a)(ii),
(A) the first date or time that such Registrable Securities may then be included in a Registration Statement if such Registration
Statement is required because the U.S. Securities and Exchange Commission (the “SEC”) shall have notified the
Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement,
or (B) if such additional Registration Statement is required for a reason other than as described in (A) above, the
twentieth (20th) day following the date on which the Company first knows, or reasonably should have known, that such additional
Registration Statement is required.


“Additional
Registration Deadline” means, with respect to any additional Registration Statement(s) required pursuant to Section
2(a)(ii), the thirtieth (30th) day following (A) the first date or time that such Registrable Securities may then be included
in a Registration Statement if such Registration Statement is required because the SEC shall have notified the Company in writing
that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement, or (B) if
such additional Registration Statement is required for a reason other than as described in (A) above, the fortieth (40th)
day following the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement(s)
is required.




    	 	 	 



    	 



    







“Holder”
or “Holders” means the Lender and any transferee or assignee who agrees to become bound by the provisions of
this Agreement in accordance with Section 9 hereof.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder,
and any successor statute.


“FINRA”
means the Financial Industry Regulatory Authority (or successor thereto).


“Filing
Deadline,” for the Registration Statement required pursuant to Section 2(a)(i), shall mean the later of (i) the date
that is thirty (30) calendar days following the the date of delivery of written request to the Company by the Holder(s) for
Registration of all or part of the Registrable Securities held, directly or indirectly, by the Holder(s) or (ii) if the staleness
date of the Company’s financial statements occurs during the 30-day window described in part (i), thirty (30) calendar days
following such staleness date; and, for each Registration Statement required pursuant to Section 2(a)(ii) shall mean the Additional
Filing Deadline.


“Participation
Agreement” means the Participation Agreement, dated January 1, 2018, by and among the Company, the Lender and Texas
South Energy, Inc.


“Person”
means and includes any natural person, partnership, joint venture, corporation, trust, limited liability company, limited company,
joint stock company, unincorporated organization, government entity or any political subdivision or agency thereof, or any other
entity.


“Prospectus”
means (i) any prospectus (preliminary or final) included in any Registration Statement, as may be amended or supplemented
by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by
such Registration Statement and by all other amendments and supplements to such prospectus, including post-effective amendments,
and all material incorporated by reference in such prospectus, and (ii) any “free writing prospectus” as defined
in Rule 405 under the Securities Act relating to any offering of Registrable Securities pursuant to a Registration Statement.


“Register,”
“Registered,” and “Registration” refer to a registration effected by preparing and filing
a Registration Statement or Registration Statements in compliance with the Securities Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement by the SEC.








“Registrable
Securities,” for a given Registration, means (a) any shares of Common Stock (the “Warrant Shares”)
issued or issuable upon exercise of, or otherwise pursuant to, the Warrants (without giving effect to any limitations on exercise
set forth in the Warrants), (b) any shares of capital stock issued or issuable as a dividend on or in exchange for or otherwise
with respect to any of the foregoing, (c) any other shares of Common Stock issuable pursuant to the terms of the Warrants,
the Term Loan Agreement, the Participation Agreement or any other agreement entered into between the Company and the Lender (or
any of its affiliates) for the purchase of shares of Common Stock, and (d) any securities issued or issuable upon any stock
split, dividend or other distribution, recapitalization or similar event with respect to any of the foregoing, but excluding
(i) any shares of Common Stock or other securities referred to in clauses (a), (b), (c) and (d) that at any time after the
date hereof are sold by a Holder pursuant to an effective registration statement or Rule 144 (in which case only such securities
sold shall cease to be Registrable Securities) or (ii) any shares of Common Stock or other securities referred to in clauses (a),
(b), (c) and (d) at such time the Holders collectively beneficially own less than 5% of the outstanding shares of Common Stock.


“Registration
Deadline” shall mean, for purposes of the Registration Statement required pursuant to Section 2(a)(i), the earlier of
(i) the date that is seventy-five (75) days after the date that the applicable Registration Statement is actually filed
or (ii) the date that is seventy-five (75) days after the applicable Filing Deadline and, with respect to any Registration
Statement required pursuant to Section 2(a)(ii), the Additional Registration Deadline.


“Registration
Statement(s)” means any registration statement(s) of the Company filed under the Securities Act that covers the resale
of any of the Registrable Securities pursuant to the provisions of this Agreement, all amendments and supplements to such Registration
Statement, including post-effective amendments, and all exhibits to, and all material incorporated by reference in, such Registration
Statement.


“Rule
144” means Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC that may
at any time permit a Holder to sell securities of the Company to the public without registration.


“Rule
415” means Rule 415 under the Securities Act or any successor rule providing for the offering of securities on a continuous
basis.


“underwritten
offering” means a registered offering in which securities of the Company are sold to one or more underwriters on a firm-commitment
basis for reoffering to the public.


“Trading
Day” means a day on whichever (a) the national securities exchange, (b) the OTC Bulletin Board, or (c) such other securities
market, in any such case which at the time constitutes the principal securities market for the Common Stock, is open for general
trading of securities.


“Warrants”
means the warrants issued by the Company pursuant to the Term Loan Agreement.


2.


Registration.


(a)


Demand
Registration.




    	 	 	 



    	 



    

 


(i)


Until
the first date on which there are no Registrable Securities, upon the request of the Holders, the Company shall prepare, and,
on or prior to the applicable Filing Deadline, file with the SEC a Registration Statement on Form S-3 (or, if Form S-3 is not
then available, on Form S-1 or such form of Registration Statement as is then available to effect a registration of the Registrable
Securities, subject to the consent of the Holders, which consent shall not be unreasonably withheld) covering the resale of the
Registrable Securities, which Registration Statement, to the extent allowable under the Securities Act and the rules and regulations
promulgated thereunder (including Rule 416), shall state that such Registration Statement also covers such indeterminate number
of additional shares of Common Stock as may become issuable upon exercise of or otherwise pursuant to the Warrants or the Warrant
Shares to prevent dilution resulting from stock splits, stock dividends, stock issuances or similar transactions. The number of
shares of Common Stock initially included in such Registration Statement shall be no less than the aggregate number of (i) Warrant
Shares that have been issued and (ii) Warrant Shares that are then issuable upon exercise of or otherwise pursuant to the Warrants,
without regard to any limitations on the Holders’ ability to exercise the Warrants. Each
Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof)
shall be provided to (and shall be subject to the approval, which shall not be unreasonably withheld or delayed, of ) the Holders
and their counsel prior to its filing or other submission..


(ii)


If
for any reason, despite the Company’s use of commercially reasonable efforts to include all of the Registrable Securities
in the Registration Statement filed pursuant to Section 2(a)(i) above, the SEC does not permit all of the Registrable Securities
to be included in, or for any other reason any Registrable Securities are not then included in, such Registration Statement, then
the Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline, file with the
SEC an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing
and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415.


(b)


Piggy-Back
Registrations. If at any time prior to the expiration of the Registration Period (as hereinafter defined) the Company shall
determine (i) to file with the SEC a registration statement under the Securities Act relating to an offering for its own
account or for the account of any other holder of its equity securities (other than securities being registered on Form S-4 or
Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with stock option or other employee benefit plans), and/or (ii) otherwise
to effect an underwritten offering of any securities of the Company of a type included in a then effective Registration Statement,
the Company shall send to each Holder written notice (which may include e-mail) of such determination and, if within ten (10) days
after the effective date of such notice, the Holder shall so request in writing, the Company shall include in such Registration
Statement and/or include in such underwritten offering, as applicable, all or any part of such Holder’s Registrable Securities
that the Holder requests to be registered and/or included in the underwritten offering, as applicable, except that if, in connection
with any underwritten offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on
the number of Registrable Securities which may be included in such offering because, in such underwriter(s)’ judgment, marketing
or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to
include in such underwritten offering only such limited portion of the Registrable Securities with respect to which the Holder
has requested inclusion hereunder as the underwriter(s) shall permit; provided, however, that the Company shall
not exclude any Registrable Securities unless the Company has first excluded all outstanding securities to be sold for the accounts
of any holders of the Company’s equity securities which are not entitled by contract to inclusion of such securities in
an underwritten offering or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further,
however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall
be made pro rata with holders of other securities having the contractual right to include such securities in such underwritten
offering other than holders of securities entitled to inclusion of their securities in such underwritten offering by reason of
demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit
any registration required under Section 2(a) hereof. If a Holder’s Registrable Securities are included in an underwritten
offering pursuant to this Section 2(b), then such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable
Securities in such underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement,
on the same terms and conditions as other shares of Common Stock included in such underwritten offering.








(c)


Underwritten
Offerings. The Holders shall be entitled to request underwritten offerings, but only if the gross proceeds from such offering
are reasonably expected to be in excess of five million dollars ($5,000,000) (based on then-current market prices). If any of
the Registrable Securities are to be sold in an underwritten offering, the Holder(s) shall have the right to select the managing
underwriter or underwriters to lead the offering, provided that such selection shall be subject to the consent of the Company,
which consent shall not be unreasonably withheld or denied.


3.


Obligations
of the Company. In connection with any registration of the Registrable Securities hereunder, the Company shall have the
following obligations:


(a)


The
Company shall prepare promptly, and file with the SEC as soon as practicable after such registration obligation arises hereunder
(but in no event later than the applicable Filing Deadline), a Registration Statement with respect to the number of Registrable
Securities provided in Section 2(a), as applicable, and thereafter use commercially reasonable efforts to cause each such Registration
Statement relating to Registrable Securities to become effective as soon as possible after such filing, but in any event shall
use commercially reasonable efforts to cause each such Registration Statement relating to Registrable Securities to become effective
no later than the Registration Deadline, and shall thereafter use commercially reasonable efforts to keep the Registration Statement
current and effective pursuant to Rule 415 at all times until the first date on which there are no Registrable Securities (the
“Registration Period”), which Registration Statement (including any amendments or supplements thereto and prospectuses
contained therein), except for information provided in writing by a Holder pursuant to Section 4(a), shall not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements
therein not misleading. In the event that Form S-3 is not available for the registration of the resale of any Registrable Securities
hereunder (but, for the avoidance of doubt, without in any way affecting the Company’s obligation to register the resale
of the Registrable Securities on such other form as is available, as provided in Section 2(a)), (i) the Company shall undertake
to file, within twenty (20) days of such time as Form S-3 is available for such registration, a post-effective amendment
to the Registration Statement then in effect, or otherwise file a Registration Statement on Form S-3, registering such Registrable
Securities on Form S-3; provided that the Company shall maintain the effectiveness of the Registration Statement then in
effect until such time as a Registration Statement (or post-effective amendment) on Form S-3 covering such Registrable Securities
has been declared effective by the SEC, and (ii) the Company shall provide that any Registration Statement on Form S-1 filed
hereunder shall incorporate documents by reference (including by way of forward incorporation by reference) to the maximum extent
possible.




    	 	 	 



    	 



    

 


(b)


The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to each Registration
Statement and the prospectus used in connection with each Registration Statement as may be necessary to keep each Registration
Statement current and effective at all times during the Registration Period, and, during the Registration Period, shall comply
with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered
by each Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement or until the
Holders no longer hold Registrable Securities. In the event that on any Trading Day (as defined below) (the “Registration
Trigger Date”) the number of shares available under the Registration Statements filed pursuant to this Agreement is
insufficient to cover all of the Registrable Securities issued or issuable upon exercise of or otherwise pursuant to the Warrants,
without giving effect to any limitations on the Holders’ ability to exercise the Warrants, the Company shall amend the Registration
Statements, or file a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover
the total number of Registrable Securities so issued or issuable (without giving effect to any limitations on exercise contained
in the Warrants) as of the Registration Trigger Date as soon as practicable, but in any event within twenty (20) days after
the Registration Trigger Date. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration
Statement to become effective as soon as practicable following the filing thereof, but in any event the Company shall cause such
amendment and/or new Registration Statement to become effective within sixty (60) days of the Registration Trigger Date or
as promptly as practicable in the event the Company is required to increase its authorized shares.


(c)


The
Company shall furnish to each Holder and its legal counsel (i) promptly after the same is prepared and publicly distributed,
filed with the SEC or received by the Company, one copy of each Registration Statement and any amendment thereto, each preliminary
prospectus and prospectus and each amendment or supplement thereto, and (ii) such number of copies of a prospectus, including
a preliminary prospectus, and all amendments and supplements thereto and such other documents as a Holder may reasonably request
in order to facilitate the disposition of the Registrable Securities owned by such Holder; provided that the Company may
determine in its reasonable judgment to provide any such copies in electronic form only. The Company will promptly notify each
of the Holders by electronic mail of the effectiveness of each Registration Statement or any post-effective amendment. The Company
will promptly respond to any and all comments received from the SEC, with a view towards causing each Registration Statement or
any amendment thereto to be declared effective by the SEC as soon as practicable and, as soon as practicable, but in no event
later than three (3) business days, following the resolution or clearance of all SEC comments or, if applicable, following
notification by the SEC that any such Registration Statement or any amendment thereto will not be subject to review, shall file
a request for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) business
days after the submission of such request. No later than the first business day after such Registration Statement becomes effective,
the Company will file with the SEC the final prospectus included therein pursuant to Rule 424 (or successor thereto) under the
Securities Act.


(d)


The
Company shall use commercially reasonable efforts to (i) register and qualify, in any jurisdiction where registration and/or
qualification is required, the Registrable Securities covered by the Registration Statements under such other securities or “blue
sky” laws of such jurisdictions in the United States as the Holders shall reasonably request, (ii) prepare and file
in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications
as may be reasonably necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration
Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but
for this Section 3(d), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction.








(e)


As
promptly as practicable after becoming aware of such event, the Company shall notify each Holder that holds Registrable Securities
of the happening of any event, of which the Company has knowledge, as a result of which the prospectus included in any Registration
Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and promptly prepare a supplement or amendment to any
Registration Statement to correct such untrue statement or omission, and deliver such number of copies of such supplement or amendment
to each Holder as such Holder may reasonably request.


(f)


The
Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of any Registration Statement, and, if such an order is issued, to obtain the withdrawal of such order at the earliest possible
moment and to notify each Holder that holds Registrable Securities (and, in the event of an underwritten offering, the managing
underwriters) of the issuance of such order and the resolution thereof.


(g)


The
Company shall permit a single firm of counsel designated by the Holders (“Legal Counsel”) to review such Registration
Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof), in substantially
the form to be filed with the SEC, a reasonable period of time prior to their filing with the SEC (not less than five (5) business
days) and not file any documents in a form to which Legal Counsel reasonably objects and will not request acceleration of such
Registration Statement without prior notice to Legal Counsel.


(h)


The
Company shall hold in confidence and not make any disclosure of information concerning a 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,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this or
any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning any Holder
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to such Holder
prior to making such disclosure, and allow such Holder, at its expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


 







    	 	 	 



    	 



    

 


(i)


The
Company shall use commercially reasonable efforts to cause all the Registrable Securities covered by each Registration Statement
to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange.


(j)


The
Company shall provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than
the effective date of the initial Registration Statement.


(k)


The
Company shall cooperate with each Holder that holds Registrable Securities being offered and the managing underwriter or underwriters
with respect to an applicable Registration Statement, if any, to facilitate the timely (i) preparation and delivery of certificates
(not bearing any restrictive legends) representing Registrable Securities to be offered pursuant to such Registration Statement,
and enable such certificates to be registered in such names and in such denominations or amounts, as the case may be, or (ii) crediting
of the Registrable Securities to be offered pursuant to a Registration Statement to the applicable account (or accounts) with
The Depository Trust Company through its Deposit/Withdrawal At Custodian (DWAC) system, in any such case as such Holder or the
managing underwriter or underwriters, if any, may reasonably request. Within three (3) business days after a Registration
Statement which includes Registrable Securities becomes effective, the Company shall deliver, and shall cause legal counsel selected
by the Company to deliver, to the transfer agent for the Registrable Securities (with copies to each Holder) an appropriate instruction
and an opinion of such counsel in the form required by the transfer agent in order to issue the Registrable Securities free of
restrictive legends.



(l)


At
the reasonable request of a Holder, the Company shall prepare and file with the SEC such amendments (including post-effective
amendments) and supplements to a Registration Statement and any prospectus used in connection with the Registration Statement
as may be necessary in order to change the plan of distribution set forth in such Registration Statement.


(m)


The
Company shall comply with all applicable laws related to a Registration Statement and offering and sale of securities and all
applicable rules and regulations of governmental authorities in connection therewith (including the Securities Act and the Exchange
Act and the rules and regulations promulgated by the SEC).


(n)


If
required by the FINRA Corporate Financing Department, the Company shall promptly effect a filing with FINRA pursuant to FINRA
Rule 5110 (or successor thereto) with respect to an underwritten offering contemplated by resales of securities under the Registration
Statement (an “Issuer Filing”), and pay the filing fee required by such Issuer Filing. The Company shall use
commercially reasonable efforts to pursue the Issuer Filing until FINRA issues a letter confirming that it does not object to
the terms of the offering contemplated by the Registration Statement.


(o)


The
Company shall make available for inspection by any Holder of such Registrable Shares, any underwriter participating in any disposition
pursuant to such Registration Statement and any attorney, accountant or other agent retained by any such Holder or underwriter
(collectively, the “Inspectors”), all pertinent financial, business and other records, pertinent corporate
documents and properties of the Company (collectively, the “Records”), as shall reasonably be necessary to
enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to
supply all information (together with the Records, the “Information”) reasonably requested by any such Inspector
in connection with such Registration Statement. Any of the Information that the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, shall not be disclosed by the Inspectors unless (i) the disclosure
of such Information is necessary to avoid or correct a misstatement or omission in the Registration Statement; (ii) the release
of such Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or (iii) such Information
has been made generally available to the public. The Holder of Registrable Shares agrees that it will, upon learning that disclosure
of such Information is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at the Company’s
expense, to undertake appropriate action to prevent disclosure of the Information deemed confidential.


(p)


The
Company shall use commercially reasonable efforts to obtain from its independent certified public accountants a “cold comfort”
letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a “cold comfort” letter
specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent
certified public accountants and addressed to the Holders selling Registrable Shares in such registration, the Board of Directors
of the Company, and the underwriter, if any, in customary form and covering such matters of the type customarily covered by cold
comfort letters and use commercially reasonable efforts to obtain the reports of its independent petroleum engineers relating
to the oil and gas reserves of the Company if the Company has had its reserves prepared, audited or reviewed by an independent
petroleum engineer.


(q)


The
Company use commercially reasonable efforts to obtain, from its counsel, an opinion or opinions in customary form (which shall
also be addressed to the Holders selling Registrable Shares in such registration).


(r)


The
Company shall have appropriate officers of the Company prepare and make presentations at any “road shows” and before
analysts and other information meetings organized by the underwriters and otherwise use commercially reasonable efforts to cooperate
as reasonably requested by the Holders of such Registrable Shares in the offering, marketing or selling of such Registrable Shares;
provided, that the gross proceeds for such offering are reasonably expected to be in excess of five million dollars ($5,000,000)
(based on then-current market prices); provided, further that such officers shall not be required to participate
in such presentations at any “road shows” and before analysts more than once in a 365 day period.





    	 	 	 



    	 



    

 





(s)


If
an offering of Registrable Shares for which the gross proceeds are reasonably expected to be in excess of five million dollars
($5,000,000) (based on then-current market prices) under a Registration pursuant to Section 2(a) is requested to be an underwritten
offering of Common Stock pursuant to a Registration Statement declared effective under the Securities Act, the Company shall negotiate
in good faith to enter into a reasonable and customary underwriting agreement with the underwriters thereof. Any Holder participating
in the offering shall be a party to such underwriting agreement and, at its option, may require that any or all of the representations
and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters also shall
be made to and for the benefit of such Holder and that any or all of the conditions precedent to the obligations of such underwriters
under such underwriting agreement be conditions precedent to the obligations of such Holder; provided, however,
that the Company shall not be required to make any representations or warranties with respect to written information specifically
provided by a Holder for inclusion in the Registration Statement. No Holder shall be required to make any representations or warranties
to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder,
its ownership of and title to the Registrable Shares and its intended method of distribution; and any liability of such Holder
to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its
representations and warranties and shall be limited to an amount equal to the proceeds (net of underwriting discounts and commissions)
that it derives from such offering. The Company shall be entitled to receive indemnities from lead institutions, underwriters,
selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same
extent as provided above with respect to information so furnished in writing by such Persons specifically for inclusion in any
Prospectus or Registration Statement and to the extent customarily given their role in such distribution.


(t)


The
Company shall use commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be
listed or quoted on the principal securities market on which securities of the same class or series issued by the Company are
then listed or traded.


(u)


The
Company shall use commercially reasonable efforts to register such Registrable Shares under the Exchange Act, and otherwise use
commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable but not later than eighteen (18) months after the effective date, earnings
statements (which need not be audited) covering a period of twelve (12) months beginning within three (3) months after the effective
date of the Registration Statement, which earnings statements shall satisfy the provisions of Section 1(a) of the Securities Act
and Rule 158 thereunder.








(v)


The
Company shall not take any direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however,
that to the extent that any prohibition is applicable to the Company, the Company will take such action as is necessary to make
any such prohibition inapplicable.


(w)


The
Company use commercially reasonable efforts to take all other steps necessary to effect the registration of such Registrable Shares
contemplated hereby.


(x)


Notwithstanding
anything to the contrary in Section 3(e), at any time after the effective date of the applicable Registration Statement, the Company
may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not,
in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and not,
in the opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company
shall (i) promptly notify the Holders in writing of the existence of material non-public information giving rise to a Grace
Period (provided that in each notice the Company shall not disclose the content of such material non-public information to any
Holder unless otherwise requested in writing by such Holder) and the date on which the Grace Period will begin, and (ii) as
soon as such date may be determined, promptly notify the Holders in writing of the date on which the Grace Period ends; and, provided,
further, that (A) no Grace Period shall exceed forty-five (45) consecutive days, (B) during any three hundred
sixty five (365) day period, such Grace Periods shall not exceed an aggregate of sixty (60) days and (C) the first day
of any Grace Period must be at least ten (10) business days after the last day of any prior Grace Period. For purposes of
determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holders receive the notice
referred to in clause (i) and shall end on and include the later of the date the Holders receive the notice referred to in
clause (ii) and the date referred to in such notice. Upon expiration of the Grace Period, the Company shall again be bound
by the first sentence of Section 3(e) with respect to the information giving rise thereto unless such material non-public information
is no longer applicable.


4.


Obligations
of the Holder. In connection with the registration of the Registrable Securities, each Holder shall have the following
obligations:


(a)


It
shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a Holder that such Holder shall furnish to the Company such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection
with such registration as the Company may reasonably request. At least five (5) business days prior to the first anticipated
filing date of a Registration Statement, the Company shall notify each Holder of the information the Company requires from such
Holder. Any such information shall not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein not misleading. A Holder must provide such information to the
Company at least two (2) business days prior to the first anticipated filing date of such Registration Statement if such
Holder elects to have any Registrable Securities included in the Registration Statement.


(b)


Each
Holder, by such Holder’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of a Registration Statement hereunder, unless such Holder has notified
the Company in writing of such Holder’s election to exclude all of the Holder’s Registrable Securities from such Registration
Statement.




    	 	 	 



    	 



    

 


(c)


In
the event of an underwritten offering pursuant to Section 2(b) in which any Registrable Securities of any Holder are to be included,
such Holder agrees to enter into and perform the Holder’s obligations under an underwriting agreement, in usual and customary
form, including customary indemnification and contribution obligations (as applicable to selling security holders generally),
with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Holder Registrable Securities.


(d)


Each
Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(e) or 3(f), such Holder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities until such Holder is advised in writing by the Company that the use of the prospectus may
be resumed and is furnished with a supplemented or amended prospectus as contemplated by Section 3(e) or 3(f), and if so
directed by the Company, such Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s
possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice.


(e)


Each
Holder agrees that it will promptly notify the Company of any material changes in the information set forth in a Registration
Statement furnished by or regarding such Holder, other than changes in the number of shares beneficially owned.


5.


Expenses.
All expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications
pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualification fees, printers and accounting
fees, the fees and disbursements of counsel for the Company (plus any special and local counsel) and independent certified public
accountants for the Company, all fees and disbursements customarily paid by the issuer or sellers of securities, excluding underwriting
fees, discounts, commissions and allowances, if any, shall be borne by the Company. The Company shall also reimburse the Holders
for the reasonable fees and disbursements of Legal Counsel in the aggregate amount up to $50,000 in connection with registrations
and underwritten offerings pursuant to Section 2 or 3 of this Agreement.


6.


Indemnification.
In the event any Registrable Securities are included in a Registration Statement under this Agreement:








(a)


The
Company will indemnify, hold harmless and defend (i) each Holder, (ii) the directors, officers, partners, managers,
members, employees, agents of each Holder, and each Person who controls any Holder within the meaning of the Securities Act or
the Exchange Act, if any, (iii) any underwriter (as defined in the Securities Act) for each Holder in connection with an
underwritten offering pursuant to Sections 2(b) and 2(c) hereof, and (iv) the directors, officers, partners, employees and
each Person who controls any such underwriter within the meaning of the Securities Act or the Exchange Act, if any (each, an “Indemnified
Person”), against any joint or several losses, claims, damages, liabilities or expenses (collectively, together with
actions, proceedings or inquiries by any regulatory or self-regulatory organization, whether commenced or threatened, in respect
thereof, “Claims”) to which any of them may become subject insofar as such Claims arise out of or are based
upon: (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement, or any amendment
as supplement thereto, or any filing made under state securities laws as required hereby, or the omission or alleged omission
to state therein a material fact required to be stated or necessary to make the statements therein not misleading; (ii) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or any amendment or supplement thereto,
or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in the light
of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities(the matters in the foregoing clauses (i) through (iii)
being, collectively, “Violations”). The Company shall reimburse the Indemnified Person, promptly as such expenses
are incurred and are due and payable, for any reasonable legal fees and other reasonable expenses incurred by them in connection
with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a) shall not apply to a Claim arising out of or based upon a Violation to the extent that
such Violation occurs in reliance upon and in conformity with information furnished in writing to the Company by or on behalf
of any Indemnified Person expressly for use in connection with the preparation of such Registration Statement or any such amendment
thereof or supplement thereto, or (B) to any amounts paid in settlement of any Claim effected without the prior written consent
of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by any of the Holders pursuant to Section 9.


(b)


Promptly
after receipt by an Indemnified Person under this Section 6 of notice of the commencement of any action (including any governmental
action), such Indemnified Person shall, if a Claim in respect thereof is to be made against the Company under this Section 6,
deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and,
to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company
and the Indemnified Person, as the case may be; provided, however, that an Indemnified Person shall have the right
to retain its own counsel with the reasonable fees and expenses to be paid by the Company, if, in the reasonable opinion of counsel
for such Indemnified Person, the representation by such counsel of the Indemnified Person and the Company would be inappropriate
due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel
in such proceeding. The Company shall pay for only one separate legal counsel for the Indemnified Persons, and such legal counsel
shall be selected by the Holders. The failure to deliver written notice to the Company within a reasonable time of the commencement
of any such action shall not relieve the Company of any liability to the Indemnified Person under this Section 6, except
to the extent that the Company is actually prejudiced in its ability to defend such action, and shall not relieve the Company
of any liability to the Indemnified Person otherwise than pursuant to this Section 6. The Company shall not, without the
prior written consent of the Indemnified Persons, consent to entry of any judgment or enter into any settlement or other compromise
with respect to any Claim in respect of which indemnification or contribution may be or has been sought hereunder (whether or
not any such Indemnified Party is an actual or potential party to such action or claim) which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to the Indemnified Persons of a full release from all liability with respect
to such Claim or which includes any admission as to fault or culpability on the part of any Indemnified Person. The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as any expense, loss, damage or liability is incurred.




    	 	 	 



    	 



    

 


(c)


Each
Holder will indemnify, hold harmless and defend (i) the Company, and (ii) the directors, officers, partners, managers,
members, employees, or agents of the Company, if any (each, a “Company Indemnified Person”), against any Claims
to which any of them may become subject insofar as such Claims arise out of or are based upon any violation or alleged violation
by the Company of the Securities Act, the Exchange Act, any other law, including any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the Registrable Securities, which occurs due to the inclusion by the Company in a
Registration Statement of false or misleading information about a Holder, where such information was furnished in writing to the
Company by or on behalf of such Holder expressly for the purpose of inclusion in such Registration Statement. Notwithstanding
anything herein to the contrary, the indemnity agreement contained in this Section 6(c) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Holders, which consent shall not
be unreasonably withheld or delayed; and provided, further, however, that a Holder shall be liable under this Section 6(c)
for only that amount of a Claim as does not exceed the net amount of proceeds received by such Holder as a result of the sale
of Registrable Securities pursuant to such Registration Statement.


(d)


Promptly
after receipt by a Company Indemnified Person under this Section 6 of notice of the commencement of any action (including
any governmental action), such Company Indemnified Person shall, if a Claim in respect thereof is to be made against any Holder
under this Section 6, deliver to such Holder a written notice of the commencement thereof, and such Holder shall have the
right to participate in, and, to the extent such Holder so desires, to assume control of the defense thereof with counsel mutually
satisfactory to such Holder and such Company Indemnified Person.


7.


Contribution.
If for any reason the indemnification provided for in Section 6(a) or Section 6(c) (as applicable) is unavailable to an Indemnified
Person or Company Indemnified Person (as applicable) or insufficient to hold it harmless, other than as expressly specified therein,
then the indemnifying party shall contribute to the amount paid or payable by the Indemnified Person or Company Indemnified Person
(as applicable) as a result of the Claim in such proportion as is appropriate to reflect the relative fault of the Indemnified
Person or Company Indemnified Person (as applicable) and the indemnifying party (provided that the relative fault of any Company
Indemnified Person shall be deemed to include the fault of all other Company Indemnified Persons), as well as any other relevant
equitable considerations. No Person guilty of fraudulent misrepresentation within the meaning of Section 10(f) of the Securities
Act shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation. In no event shall the contribution
obligation of a Holder be greater in amount than the net amount of proceeds received by such Holder as a result of the sale of
Registrable Securities giving rise to such contribution obligation pursuant to the applicable Registration Statement (net of the
aggregate amount of any damages or other amounts such Holder has otherwise been required to pay (pursuant to Section 6(c) or otherwise)
by reason of such Holder’s untrue or alleged untrue statement or omission or alleged omission).


8.


Reports
Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144, the Company agrees
to:


(a)


make
and keep public information available, as those terms are understood and defined in Rule 144;


(b)


file
with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act so long as the
Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144; and


(c)


so
long as any of the Holders owns Registrable Securities, promptly upon request, furnish to such Holder (i) a written statement
by the Company that it has complied with the reporting requirements of the Exchange Act as required for applicable provisions
of Rule 144, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company and (iii) such other information as may be reasonably requested to permit such Holder to sell such
Registrable Securities pursuant to Rule 144 without registration.








9.


Assignment
of Registration Rights. The rights under this Agreement shall be assignable by each Holder to an assignee acquiring 25%
or more of the Registrable Securities in the aggregate if: (i) such Holder agrees in writing with the transferee or assignee
to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment,
(ii) the Company is, within fifteen (15) calendar days after such transfer or assignment, furnished with written notice of
(a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration
rights are being transferred or assigned, and (iii) at or before the time the Company receives the written notice contemplated
in clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein as applicable to the Holders. In the event that the Company receives written notice from a Holder
that it has transferred all or any portion of its Registrable Securities pursuant to this Section, the Company shall have up to
ten (10) days to file any amendments or supplements necessary to keep a Registration Statement current and effective pursuant
to Rule 415.


10.


Amendment
of Registration Rights. Provisions of this Agreement may be amended and the observance thereof may be waived (either generally
or in a particular instance and either retroactively or prospectively) only with written consent of the Company and the holders
of a majority in interest of then-outstanding Registrable Securities. Any amendment or waiver effected in accordance with this
Section 10 shall be binding upon each of the Holders and the Company.


11.


Miscellaneous.


(a)


A
Person is deemed to hold, and be a holder of, shares of Common Stock or other Registrable Securities whenever such Person owns
of record or beneficially through a “street name” holder such shares of Common Stock or other Registrable Securities,
and solely for purposes hereof, Registrable Securities shall be deemed outstanding to the extent they are directly or indirectly
issuable upon exercise, conversion or exchange of the Warrants. If the Company receives conflicting instructions, notices or elections
from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions,
notice or election received from the registered owner of such Registrable Securities (or the Warrants which such Registrable Securities
are directly or indirectly issuable).




    	 	 	 



    	 



    




 


(b)


Any
notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt
requested) or delivered personally or by courier (including a recognized overnight delivery service) or by electronic mail and
shall be effective five (5) days after being placed in the mail, if mailed by regular United States mail, or upon receipt, if
delivered personally or by courier (including a recognized overnight delivery service) or by electronic mail, in each case addressed
to a party. The addresses for such communications shall be:


If
to the Company:


1331
Lamar Street

Suite 1665

Houston, Texas 77010

Attn: John Malanga, Chief Financial Officer

Tel: (281) 918-4103

Email: john.malanga@gulfslope.com



 


With
copy to:


Mayer
Brown LLP

Attention: William T. Heller IV

Suite 3400

700 Louisiana Street

Tel: (713) 238-2657

Fax: (713) 238-4657

Email: wheller@mayerbrown.com


If
to a Holder:


c/o
Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801


With
a copy to:


Leora
Pratt Levin

VP & General Counsel

Delek Group Ltd

19, Abba Eban blvd. P.O.B 2054

Herzliya 4612001, Israel

Tel: (+972 9) 8638492

Fax: (+972 9) 8854955

E-mail: leorapl@delek-group.com


Each
party shall provide notice to the other party of any change in address.


 







    	 	 	 



    	 



    

 


(c)


Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


(d)


Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York, borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The parties
hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provision of
this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding.



(e)


This
Agreement, the Warrants and the Term Loan Agreement (including all schedules and exhibits thereto) constitute the entire agreement
among the parties hereto with respect to the subject matter hereof. This Agreement, the Warrants and the Term Loan Agreement (including
all schedules and exhibits thereto) supersede all prior agreements and understandings among the parties hereto with respect to
the subject matter hereof.


(f)


Subject
to the requirements of Section 9 hereof, this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of each of the parties hereto, and the provisions of Sections 6 and 7 hereof shall inure to the benefit of, and be
enforceable by, each Indemnified Person and Company Indemnified Person (as applicable).


(g)


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


(h)


This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by electronic
transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


(i)


Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other parties may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


(j)


The
Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders by vitiating
the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for
breach of its obligations hereunder will be inadequate and agrees, in the event of a breach or threatened breach by the Company
of any of the provisions hereunder, that the Holders shall be entitled, in addition to all other available remedies in law or
in equity, to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.


(k)


The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.




    	 	 	 



    	 



    

 


(l)


In
the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision hereof.


(m)


In
the event a Holder shall sell or otherwise transfer any of such holder’s Registrable Securities, each transferee shall be
allocated a pro rata portion of the number of Registrable Securities included in a Registration Statement for such transferor.


(n)


There
shall be no oral modifications or amendments to this Agreement. This Agreement may be modified or amended only in writing.


(o)


The
Company shall not grant any Person any registration rights with respect to shares of Common Stock or any other securities of the
Company other than (i) those registration rights already existing as of the date of this Agreement; or (ii) registration rights
that will not adversely affect the rights of the Holders hereunder (including by limiting in any way the number of Registrable
Securities that could be included in any Registration Statement pursuant to Rule 415) and shall not otherwise enter into any agreement
that is inconsistent with the rights granted to the Holders hereunder.


(p)


The
obligations of each Holder hereunder are several and not joint with the obligations of any other Holder, and no provision of this
Agreement is intended to confer any obligations on any Holder vis-à-vis any other Holder. Nothing contained herein, and
no action taken by any Holder pursuant hereto, 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 or as a group with
respect to such obligations or the transactions contemplated herein.


(q)


Unless
the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits
contained in or attached to this Agreement, (ii) words in the singular or plural include the singular and plural, and pronouns
stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter, and (ii) the
use of the word “including” in this Agreement shall be by way of example rather than limitation.


 


 


[Remainder
of page left intentionally blank]


 







    	 	 	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned Holder and the Company have caused this Registration Rights Agreement to be duly executed as
of the date first written above.





	 	COMPANY:
	 	 
	 	GULFSLOPE
    ENERGY, INC.
	 	 
	 	 	 
	 	By:	 	/s/ John N. Seitz	 
	 	Name:	 	John
    N. Seitz
	 	Title:	 	CEO






 




    	 	[Signature Page to Registration Rights Agreement]	 



     

    

 


IN
WITNESS WHEREOF, the undersigned Holder and the Company have caused this Registration Rights Agreement to be duly executed as
of the date first written above.





	 	HOLDER:
	 	 
	 	DELEK
    GOM INVESTMENTS, LLC
	 	 
	 	 	 
	 	By:	 	/s/ Leora Pratt Levin	 
	 	Name:	 	Leora
    Pratt Levin
	 	Title:	 	Authorized
    Person


 


 




 



    	 	[Signature Page to Registration Rights Agreement]