REGISTRATION RIGHTS
AGREEMENT

     

    THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made
and entered into by and among GLEN ROSE PETROLEUM
CORPORATION, a Delaware corporation (the “Company”), and the
persons who have signed a signature page(s) hereto (each, an "Investor” and
collectively, the “Investors”).

     

    WHEREAS, pursuant to and in
accordance with the terms of those certain Application Forms, by and between the
Company and each Investor (collectively, the “Purchase
Agreements”), each of the Investors have expressed a desire to purchase
from the Company, upon the terms and subject to the conditions set forth in the
subject Purchase Agreement, that number of shares of the Company’s preferred
stock (the “Shares”) which are
convertible into the Company’s common stock (“Common Stock”), and
warrants to purchase shares of the Company’s common stock (“Warrants”) set forth
opposite such Investor’s name on the signature page to the subject Purchase
Agreement;

     

    WHEREAS, the Company and the
Investors desire to enter into an agreement granting the Investors certain
registration rights in connection with their ownership of the Shares and
Warrants (including the shares of the Common Stock into which such Warrants are
exercisable (the “Warrant
Shares”)).

     

    NOW, THEREFORE, in
consideration of the promises and mutual agreements set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

     

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

    


    “Blackout Period”
means, with respect to a registration, a period, in each case commencing on the
day immediately after the Company notifies the Investors that they are required,
because of the occurrence of an event of the kind described in Section 4(f)
hereof, to suspend offers and sales of Registrable Securities during which the
Company, in the good faith judgment of its Board of Directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing
activity, or other transaction involving the Company, or the unavailability for
reasons beyond the Company’s control of any required financial statements,
disclosure of information which is in its best interest not to publicly
disclose, or any other event or condition of similar significance to the
Company) that the registration and distribution of the Registrable Securities to
be covered by such Registration Statement, if any, would be seriously
detrimental to the Company and its stockholders and ending on the earlier of (1)
the date upon which the material non-public information commencing the Blackout
Period is disclosed to the public or ceases to be material and (2) such time as
the Company notifies the selling Holders that sales pursuant to such
Registration Statement or a new or amended Registration Statement may
resume.

    


    “Business Day” means
any day of the year, other than a Saturday, Sunday, or other day on which the
Commission is required or authorized to close.

    


    “Commission” means the
U. S. Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.


    
      
         


      

      
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    “Common Stock” means
the common stock, par value $0.001 per share, of the Company and any and all
shares of capital stock or other equity securities of: (i) the Company which are
added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any
distribution or the reclassification, readjustment, recapitalization or other
such modification of the capital structure of the Company; and (ii) any other
corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from any
consolidation or reorganization to which the Company is a party, or to which is
sold all or substantially all of the shares or assets of the Company, if
immediately after such merger, consolidation, reorganization or sale, the
Company or the stockholders of the Company own equity securities having in the
aggregate more than 50% of the total voting power of such other
corporation.

    


    “Effective Date” means
the date the Shares are issued to the Purchaser.

    


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

    


    “Family Member” means
(a) with respect to any individual, such individual’s spouse, any descendants
(whether natural or adopted), any trust all of the beneficial interests of which
are owned by any of such individuals or by any of such individuals together with
any organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company, all of the equity
interests of which are owned by those above described individuals, trusts or
organizations and (b) with respect to any trust, the owners of the beneficial
interests of such trust.

    


    “Holder” means each
Investor or any such Investor’s successors and Permitted Assignees who acquire
rights in accordance with this Agreement with respect to any Registrable
Securities directly or indirectly from an Investor or from any Permitted
Assignee.

    


    “Majority of the
Holders” means at any time Holders representing a majority of the
Registrable Securities.

    


    “Permitted Assignee”
means (a) with respect to a partnership, its partners or former partners in
accordance with their partnership interests, (b) with respect to a corporation,
its shareholders in accordance with their interest in the corporation, (c) with
respect to a limited liability company, its members or former members in
accordance with their interest in the limited liability company, (d) with
respect to an individual, any Family Member of such party or (e) an entity that
is controlled by, controls, or is under common control with a
transferor.

    


    “Piggyback
Registration” means, in any registration of Common Stock referenced in
Section 3(a) of this Agreement, the right of each Holder to include the
Registrable Securities of such Holder in such registration.

    


    The terms
“register,”
“registered,”
and “registration” refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

    


    “Registrable Common Shares” means the
Common Stock (and not including the Registrable Warrant Shares) but excluding
(i) the Shares, (ii) any Common Stock  that have been publicly sold or
are eligible be sold under the Securities Act pursuant to Rule 144 of the
Securities Act during any ninety (90) day period; (iii) any Common Stock sold by
a person in a transaction pursuant to a registration statement filed under the
Securities Act, or (iv) any Common Stock that are at the time subject to an
effective registration statement under the Securities Act.

    


    “Registrable
Securities” means the Registrable Common Shares together with the
Registrable Warrant Shares.


    
      
         


      

      
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    “Registrable Warrant
Shares” means the shares of Common Stock issued or issuable to each
Investor upon exercise of the Warrants (the “Warrant Shares”) but excluding (i)
any Warrant Shares that have been publicly sold or are eligible to be sold under
the Securities Act pursuant to Rule 144 of the Securities Act during any ninety
(90) day period; (ii) any Warrant Shares sold by a person in a transaction
pursuant to a registration statement filed under the Securities Act, or (iii)
any Warrant Shares that are at the time subject to an effective registration
statement under the Securities Act.

    


    “Registration
Statement” has the meaning ascribed to such term in Section 3(a)
hereof.

    


    “Rule 145” means Rule
145 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

    


    “Rule 144” means Rule
144 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

    


    “Rule 415” means Rule
415 promulgated by the Commission under the Securities Act, as such rule may be
amended or supplemented from time to time, or any similar successor rule that
may be promulgated by the Commission.

    


    “Securities Act” means
the Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.

    


    “Shares” has the
meaning ascribed to such term in the recitals of this Agreement.

    


    “Term” has the meaning
ascribed to such term in Section 2 hereof.

    


    “Warrants” has the
meaning ascribed to such term in the recitals of this Agreement.

    


    2.           Term.  The
term (the “Term”) of this
Agreement shall commence on the Effective Date and terminate on the earlier of:
(i) the date that the Warrants are no longer exercisable and (ii) the date on
which all shares of Registrable Securities held or entitled to be held upon
exercise of the Warrants by the Holders are eligible to be sold under Rule
144.

    


    3.           Registration.

    


    (a)           Piggyback
Registration.  If at any time during the Term of this
Agreement, the Company proposes to register for sale for cash any of its Common
Stock, for its own account or for the account of others (other than the
Holders), under the Securities Act (i.e. a resale registration) on any form for
registration thereunder (the “Registration
Statement”), other than (i) a registration relating solely to employee
benefit plans or securities issued or issuable to employees, consultants (to the
extent the securities owned or to be owned by such consultants could be
registered on Form S-8) or any of their Family Members (including a registration
on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145
transaction or a registration on Form S-4 in connection with a merger,
acquisition, divestiture, reorganization or similar event, (iii) a shelf
registration of securities on Form S-3, or (iv) an underwritten public offering,
then the Company shall promptly (and in no event less than twenty (20) calendar
days prior to the filing of such Registration Statement) give written notice
thereof to the Holders (the “Company
Notice”).  If a Holder wishes to include any Registrable
Securities as a Piggyback Registration in the subject Registration Statement,
such Holder shall provide written notice to the Company specifying the number of
Registrable Securities desired to be included (an “Inclusion Notice”)
within ten (10) calendar days of the date of the Company Notice (the “Inclusion
Period”).  Provided that, during the Inclusion Period, the
Company receives Inclusion Notices requesting the Piggyback Registration of at
least a majority of the Registrable Securities, the Company shall include as a
Piggyback Registration all of the Registrable Securities specified in the
Inclusion Notices.  Notwithstanding the foregoing, the Company may,
without the consent of any of the Holders, withdraw such Registration Statement
prior to its becoming effective if the Company or such other shareholders have
elected to abandon the proposal to register the securities proposed to be
registered thereby.  The Company shall be obligated to file and cause
the effectiveness of only one (1) Piggyback Registration.


    
      
         


      

      
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    (b)           Underwriting.
 Notwithstanding any other provision of this Section 3, if the underwriter
or the Company in a public offering determines that marketing factors require a
limitation on the number of shares of Common Stock or the amount of other
securities to be underwritten, the underwriter may exclude some or all of the
Registrable Securities from such registration and underwriting. In the event
that the underwriter or Company determines to exclude more than 50.0% of the
Registrable Securities from an underwritten offering in accordance with this
Section 3(b), such registration and underwriting shall not be deemed to be a
Piggyback Registration for purposes of the last sentence of Section 3(a) above.
No Registrable Securities excluded from the underwriting by reason of the
underwriter’s marketing limitation shall be included in such registration. If
any Holder disapproves of the terms of any such underwriting, such Holder may
elect to withdraw such Holder’s Registrable Securities therefrom by delivering a
written notice to the Company and the underwriter. The Registrable Securities so
withdrawn from such underwriting shall also be withdrawn from such registration;
provided, however, that, if by
the withdrawal of such Registrable Securities, a greater number of Registrable
Securities held by other Holders may be included in such registration (up to the
maximum of any limitation imposed by the underwriters), then the Company shall
offer to all Holders who have included Registrable Securities in the
registration the right to include additional Registrable Securities pursuant to
the terms and limitations set forth herein in the same proportion used above in
determining the underwriter limitation.

    


    (c)           Demand Registration.
Notwithstanding anything to the contrary contained above, if six (6) months
(plus 3 trading days) after the date hereof, or during the 24 month period
thereafter, the Common Stock is not eligible to be sold under Rule 144 of the
Securities Act, then the Holders of not less than 50% of the Registrable Common
Shares shall have the right to demand that the Company file a registration
statement for the Registrable Securities to register them under the Securities
Act, and upon receipt of such written demand, the Company shall prepare, and, on or
prior to sixty (60) days from the date of receipt of such written demand, file
with the SEC a Registration Statement on Form S-1 (or, if Form S-1 is not then
available, on such form of Registration Statement as is then available to effect
a registration of the Registrable SEcurities) covering the resale of the
Registrable Securities.

    


    4.           Registration
Procedures  The Company will keep each Holder who has delivered
an Inclusion Notice or Demand Notice reasonably advised as to the filing and
effectiveness of the Registration Statement. At its expense with respect to the
Registration Statement, the Company will:

    


    (a)           use
its commercially reasonable efforts to cause such Registration Statement to
become effective and remain effective for a period of six (6) months or for such
shorter period ending on the earlier to occur of (i) the sale of all Registrable
Securities and (ii) the availability under Rule 144 for the Holders to sell all
of the Registrable Securities in any ninety (90) day period (the “Effectiveness
Period”). Each Holder agrees to furnish to the Company a completed
questionnaire in the form provided by the Company (a “Selling Shareholder
Questionnaire”) not later than three (3) Business Days following the date
on which such Holder receives draft materials of such Registration
Statement;


    
      
         


      

      
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    (b)           if
the Registration Statement is subject to review by the Commission, promptly
respond to all comments and diligently pursue resolution of any comments to the
satisfaction of the Commission;

    


    (c)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement as may be necessary to keep such Registration Statement
effective during the Effectiveness Period;

    


    (d)           furnish,
without charge, to each Holder of Registrable Securities covered by such
Registration Statement (i) such number of copies of such Registration Statement
(including any exhibits thereto other than exhibits incorporated by reference)
and each amendment and supplement thereto, as such Holder may reasonably
request, (ii) such number of copies of the prospectus included in such
Registration Statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 of the Securities Act) as such Holder may
reasonably request, in conformity with the requirements of the Securities Act,
and (iii) such other documents as such Holder may require to consummate the
disposition of the Registrable Securities owned by such Holder, but only during
the Effectiveness Period;

    


    (e)           use
its commercially reasonable efforts to register or qualify such registration
under such other applicable securities laws of such jurisdictions as any Holder
of Registrable Securities covered by such Registration Statement reasonably
requests and as may be necessary for the marketability of the Registrable
Securities (such request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all other acts
and things necessary to enable such Holder to consummate the disposition in such
jurisdictions of the Registrable Securities owned by such Holder; provided, that the
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii)
consent to general service of process in any such jurisdiction;

    


    (f)           at
any time during the period commencing on the filing of the Registration
Statement and ending on the last day of the Effectiveness Period, notify each
Holder of Registrable Securities covered by such Registration Statement, as
promptly as practicable after becoming aware of such event, of the happening of
any event, which comes to the Company’s attention, that will after the
occurrence of such event cause the prospectus included in such Registration
Statement, if not amended or supplemented, to contain an untrue statement of a
material fact or an omission to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading.  In such event, the Company shall promptly thereafter
prepare and furnish to such Holder a supplement or amendment to such prospectus
(or prepare and file appropriate reports under the Exchange Act) so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, unless suspension of the use of such
prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act
filing made) until the termination of such suspension or Blackout
Period;

    


    (g)           use
its reasonable best efforts to comply, and continue to comply during the
Effectiveness Period, in all material respects with the Securities Act and the
Exchange Act and with all applicable rules and regulations of the Commission
with respect to the disposition of all securities covered by such Registration
Statement;

    


    (h)           as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the Registration
Statement of the issuance by the Commission of any stop order or other
suspension of effectiveness of the Registration Statement;


    
      
         


      

      
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    (i)           use
its commercially reasonable efforts to cause all the Registrable Securities
covered by the Registration Statement to be quoted on the NASDAQ Capital Market
or such other principal securities market on which securities of the same class
or series issued by the Company are then listed or traded, or the Over the
Counter Bulletin Board;

    


    (j)           provide
a transfer agent and registrar, which may be a single entity, for the shares of
Common Stock at all times;

    


    (k)          cooperate
with the Holders of Registrable Securities being offered pursuant to the
Registration Statement to issue and deliver, or cause its transfer agent to
issue and deliver, certificates representing Registrable Securities to be
offered pursuant to the Registration Statement within a reasonable time after
the delivery of certificates representing the Registrable Securities to the
transfer agent or the Company, as applicable, and enable such certificates to be
in such denominations or amounts as the Holders may reasonably request and
registered in such names as the Holders may request; and

    


    (l)          during
the Effectiveness Period, refrain from bidding for or purchasing any Common
Stock or any right to purchase Common Stock or attempting to induce any person
to purchase any such security or right if such bid, purchase or attempt would in
any way limit the right of the Holders to sell Registrable Securities by reason
of the limitations set forth in Regulation M of the Exchange Act.

    


    5.           Suspension of Offers and
Sales.  Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 4(f)
hereof or of the commencement of a Blackout Period, such Holder shall
discontinue the disposition of Registrable Common Shares included in the
Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 4(f) hereof or notice
of the end of the Blackout Period, and, if so directed by the Company, such
Holder shall deliver to the Company (at the Company’s expense) all copies
(including, without limitation, any and all drafts), other than permanent file
copies, then in such Holder’s possession, of the prospectus covering such
Registrable Common Shares current at the time of receipt of such
notice.

    


    6.           Registration
Expenses. The Company shall pay all expenses in connection with any
registration obligation provided herein, including, without limitation, all
registration, filing, stock exchange fees, printing expenses, all fees and
expenses of complying with applicable securities laws, and the fees and
disbursements of counsel for the Company and of its independent accountants;
provided, that,
in any underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. Except as provided in this Section
and Section 9, the Company shall not be responsible for the expenses of any
attorney or other advisor employed by a Holder.

    


    7.           Assignment of Rights.
No Holder may assign its rights under this Agreement to any party without the
prior written consent of the Company; provided, however, that any
Holder may assign its rights under this Agreement without such consent to a
Permitted Assignee as long as (a) such transfer or assignment is effected in
accordance with applicable securities laws; (b) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; (c) such
transfer or assignment is effected in accordance with the Warrant Agreement
evidencing the Warrants; and (d) such Holder notifies the Company in writing of
such transfer or assignment, stating the name and address of the transferee or
assignee and identifying the Registrable Securities with respect to which such
rights are being transferred or assigned.

    


    8.           Information by
Holder. Holders included in any registration shall furnish to the Company
such information as the Company may reasonably request in writing regarding such
Holders and the distribution proposed by such Holders including an updated
Selling Shareholder Questionnaire if requested by the Company.


    
      
         


      

      
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    9.           Indemnification.

    


    (a)           In
the event of the offer and sale of Registrable Securities under the Securities
Act, the Company shall, and hereby does, indemnify and hold harmless, to the
fullest extent permitted by law, each Holder, its directors, officers, partners,
each other person who participates as an underwriter in the offering or sale of
such securities, and each other person, if any, who controls or is under common
control with such Holder or any such underwriter within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or liabilities,
joint or several, and expenses to which the Holder or any such director,
officer, partner or underwriter or controlling person may become subject under
the Securities Act or otherwise, insofar as such losses, claims, damages,
liabilities or expenses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in any registration statement prepared
and filed by the Company under which Registrable Securities were registered
under the Securities Act, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto, or
any omission to state therein a material fact required to be stated or necessary
to make the statements therein in light of the circumstances in which they were
made not misleading, and the Company shall reimburse the Holder, and each such
director, officer, partner, underwriter and controlling person for any legal or
any other expenses reasonably incurred by them in connection with investigating,
defending or settling any such loss, claim, damage, liability, action or
proceeding; provided, that such
indemnity agreement found in this Section 9(a) shall in no event exceed the net
proceeds from the Offering, received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any
such loss, claim, damage, liability (or action or proceeding in respect thereof)
or expense arises out of or is based upon an untrue statement in or omission
from such registration statement, any such preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by a Holder for use
in the preparation thereof or (ii) if the person asserting any such loss, claim,
damage, liability (or action or proceeding in respect thereof) who purchased the
Registrable Securities that are the subject thereof did not receive a copy of an
amended preliminary prospectus or the final prospectus (or the final prospectus
as amended or supplemented) at or prior to the written confirmation of the sale
of such Registrable Securities to such person because of the failure of such
Holder or underwriter to so provide such amended preliminary or final prospectus
and the untrue statement or omission of a material fact made in such preliminary
prospectus was corrected in the amended preliminary or final prospectus (or the
final prospectus as amended or supplemented). Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Holders, or any such director, officer, partner, underwriter or controlling
person and shall survive the transfer of such shares by the Holder.

    


    (b)           As
a condition to including Registrable Securities in any registration statement
filed pursuant to this Agreement, each Holder agrees to be bound by the terms of
this Section 9 and to indemnify and hold harmless, to the fullest extent
permitted by law, the Company, each of its directors, officers, partners, legal
counsel and accountants and each underwriter, if any, and each other person, if
any, who controls the Company within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to
which the Company or any such director or officer or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions or proceedings, whether commenced or
threatened, in respect thereof) that arises out of or is based upon an untrue
statement in or omission from such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished by the Holder
for use in the preparation thereof, and such Holder shall reimburse the Company,
and such Holders, directors, officers, partners, legal counsel and accountants,
persons, underwriters, or control persons, each such director, officer, and
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating, defending, or settling any such loss, claim,
damage, liability, action, or proceeding; provided, however, that such
indemnity agreement found in this Section 9(b) shall in no event exceed the net
proceeds received by such Holder as a result of the sale of Registrable
Securities pursuant to such registration statement, except in the case of fraud
or willful misconduct. Such indemnity shall remain in full force and effect,
regardless of any investigation made by or on behalf of the Company or any such
director, officer or controlling person and shall survive the transfer by any
Holder of such shares.


    
      
         


      

      
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    (c)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in this Section (including
any governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against an indemnifying party, give written notice to the
indemnifying party of the commencement of such action; provided, that the
failure of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section, except to
the extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
unless in the reasonable judgment of counsel to such indemnified party a
conflict of interest between such indemnified and indemnifying parties may exist
or the indemnified party may have defenses not available to the indemnifying
party in respect of such claim, the indemnifying party shall be entitled to
participate in and to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of the
defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner, other than reasonable costs of investigation. Neither an
indemnified nor an indemnifying party shall be liable for any settlement of any
action or proceeding effected without its consent. No indemnifying party shall,
without the consent of the indemnified party, consent to entry of any judgment
or enter into any settlement, which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a
release from all liability in respect of such claim or litigation.
Notwithstanding anything to the contrary set forth herein, and without limiting
any of the rights set forth above, in any event any party shall have the right
to retain, at its own expense, counsel with respect to the defense of a claim.
Each indemnified party shall furnish such information regarding itself or the
claim in question as an indemnifying party may reasonably request in writing and
as shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

    


    (d)           If
an indemnifying party does or is not permitted to assume the defense of an
action pursuant to Sections 9(c) or in the case of the expense reimbursement
obligation set forth in Sections 9(a) and (b), the indemnification required by
Sections 9(a) and 9(b) shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills received or
expenses, losses, damages, or liabilities are incurred.

    


    (e)           If
the indemnification provided for in Section 9(a) or 9(b) is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall (i) contribute to the amount paid or payable by such indemnified party as
a result of such loss, liability, claim, damage or expense as is appropriate to
reflect the proportionate relative fault of the indemnifying party on the one
hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission relates to information supplied by the indemnifying party or the
indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue statement or
omission), or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law or provides a lesser sum to the indemnified party
than the amount hereinafter calculated, not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable considerations. No
indemnified party guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any
indemnifying party who was not guilty of such fraudulent
misrepresentation.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (f)           Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with an underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.

    


    (g)           Indemnification
similar to that specified in this Section (with appropriate modifications) shall
be given by the Company and each Holder of Registrable Securities with respect
to any required registration or other qualification of securities under any
federal or state law or regulation or governmental authority other than the
Securities Act.

    


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

    


    11.         Miscellaneous.

    


    (a)           Governing Law;
Jurisdiction.  The validity and
effect of this Agreement, and the rights and obligations of the parties hereto,
shall be enforced, governed by, and construed in all respect in accordance with
the internal laws of the State of New York (without reference to conflict of
laws provisions).  Each Party hereby irrevocably and unconditionally
(a) agrees that any Action or Proceeding, at Law or equity, arising out of or
relating to this Agreement and any other agreements or the transactions
contemplated hereby and thereby shall only be brought in the state or federal
courts located in New York, New York, (b) expressly submits to the personal
jurisdiction and venue of such courts for the purposes thereof and (c) waives
and agrees not to raise (by way of motion, as a defense or otherwise) any and
all jurisdictional, venue and convenience objections or defenses that such party
may have in such action or proceeding.  Each party hereby irrevocably
and unconditionally consents to the service of process of any of the
aforementioned courts.  Nothing herein contained shall be deemed to
affect the right of any party to serve process in any manner permitted by law or
commence legal proceedings or otherwise proceed against any other party in any
other jurisdiction to enforce judgments obtained in any action or proceeding
brought pursuant to this Section 10(a).


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (b)           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.

    


    (c)           Successors and
Assigns. Except as otherwise provided herein, the provisions hereof shall
inure to the benefit of, and be binding upon, the successors, Permitted
Assignees, executors and administrators of the parties hereto.

    


    (d)           No Inconsistent
Agreements. The Company has not entered, as of the date hereof, and shall
not enter, on or after the date of this Agreement, into any agreement with
respect to its securities that would have the effect of impairing the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof.

    


    (e)           Entire Agreement.
This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subjects hereof.

    


    (f)           Notices, etc.
 All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
on the date of transmittal of services via facsimile or telecopy to the party to
whom notice is to be given (if receipt is orally confirmed by phone and a
confirming copy delivered thereafter in accordance with this Section), or on the
fifth day after mailing if mailed to the party to whom notice is to be given, by
first class mail, registered or certified, postage prepaid, or via a nationally
recognized overnight courier providing a receipt for delivery and properly
addressed to the applicable address as set forth below. Any party may change its
address for purposes of this paragraph by giving notice of the new address to
each of the other parties in the manner set forth above.

    


    (a)         If
to the Company to:

     

    Glen Rose
Petroleum Corporation

    22762
Westheimer Parkway

    Suite
515

    Katy,
Texas 77450

    Attention:
President

    Fax:     +41 22 819 1996

    Phone:   347-414-9410

    


    
      With a
copy to:

    

     

    Andrew M.
Smith

    
      	
               
      

            	
              Sichenzia
      Ross Friedman Ference LLP

            


    

    61
Broadway

    32nd
Floor

    New York,
NY 10006

    
      	
               
      

            	
              Fax:  (212)
      930-9725

            


    

    
      	
               
      

            	
              Phone:  (212)
      930-9700

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b) If to
the Investor, to the Investor’s address set forth on the signature page
hereto.

    


    (g)           Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any
Holder, upon any breach or default of the Company under this Agreement, shall
impair any such right, power or remedy of such Holder nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of
any similar breach or default thereunder occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any Holder of any breach or default under
this Agreement, or any waiver on the part of any Holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement, or by law or otherwise afforded to any holder, shall be
cumulative and not alternative.

    


    (h)           Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument. In the event that any signature
is delivered by facsimile transmission, 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 signature page
were an original thereof.

    


    (i)            Severability. In the
case any provision of this Agreement shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

    


    (j)           Amendments. The
provisions of this Agreement may be amended at any time and from time to time,
and particular provisions of this Agreement may be waived, with and only with an
agreement or consent in writing signed by the Company and the Majority of the
Holders. The Investors acknowledge that by the operation of this Section, the
Majority Holders may have the right and power to diminish or eliminate all
rights of the Investors under this Agreement.

    


    (k)           Waiver of
Jury Trial.  EACH INVESTOR AND
THE COMPANY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS
LETTER AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE
BY SUCH INVESTOR AND THE COMPANY.

    


    [SIGNATURE
PAGES FOLLOW]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    This Registration Rights Agreement is
hereby executed as of the date first above written.

    


    
      
        
          	 
      	
                  GLEN
      ROSE PETROLEUM CORPORATION

                
	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	
                  Name: Andrew
      Taylor-Kimmins

                
	 
      	
                  Title: Chief
      ExecutiveOfficer

                


        

      

    

    


    [SIGNATURE
PAGE OF INVESTOR FOLLOWS]


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    This
Registration Rights Agreement is hereby executed as of the date first above
written.

    


    
      
        
          
            	
                    INVESTOR (Individual(s))

                  	 
      
	 
      	 
      	 
      	 
      
	
                    By: 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Print
      Name(s): 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    INVESTOR(Entity)

                  	 
      
	 
      	 
      
	
                    By: 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Print
      Name: 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Print
      Title: 

                  	 
      	 
      	 
      
	 
      	 
      
	
                    Address
      for notices:

                  	 
      
	 
      	 
      	 
      	 
      
	
                    Street: 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    City: 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    State: 

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    Zip
      Code: 

                  	 
      	 
      	 
      


          

        

      

    

    
      	 
      


    


    
      
         


      

      
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