Exhibit 4.6


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS AGREEMENT
dated October 7, 2021 (this “Agreement”) is entered into by and among Coterra Energy Inc., a Delaware corporation
(the “Company”) and J.P. Morgan Securities LLC (“J.P. Morgan”), BofA Securities, Inc. (“BofA
Securities”) and the additional dealer managers listed on Schedule A attached hereto (each a “Dealer Manager”
and collectively, the “Dealer Managers”).


 


The Company has made an offer
to exchange any and all of the outstanding 4.375% Senior Notes due 2024 (the “Existing 2024 Notes”), 3.90% Senior Notes
due 2027 (the “Existing 2027 Notes”) and 4.375% Senior Notes due 2029 (the “Existing 2029 Notes”
and, together with the Existing 2024 Notes and the Existing 2027 Notes, the “Existing Notes”) of Cimarex Energy Co.,
a Delaware corporation (“Cimarex”), for new series of the Company’s 4.375% Senior Notes due 2024 (the “New
2024 Notes”), 3.90% Senior Notes due 2027 (the “New 2027 Notes”) and 4.375% Senior Notes due 2029 (the “New
2029 Notes” and, together with the New 2024 Notes and the New 2027 Notes, the “New Notes”). The New Notes
will be issued upon the terms set forth in the Offering Memorandum (as defined below). The Company has agreed to provide the Holders (as
defined below) of the New Notes the registration rights set forth in this Agreement. The Dealer Managers have severally agreed to act
as dealer managers pursuant to a dealer manager agreement dated as of September 8, 2021 among the Company, Cimarex and the Dealer
Managers (together with the related Joinder Agreement dated as of September 13, 2021, the “Dealer Manager Agreement”).
The New Notes will be issued pursuant to the Indenture (as defined below) dated as of October 7, 2021 between the Company and the
Trustee (as defined below). As an inducement to the Dealer Managers, the Company agrees with the Dealer Managers, for the benefit of the
Holders (as defined below) as follows:


 


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


 


“Business Day”
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally
authorized or obligated by law or executive order to close.


 


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


 


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


 


“Dealer Manager”
shall have the meaning set forth in the Preamble.


 


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


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Dates”
shall have the meaning set forth in Section 2(a)(ii) hereof.


 


“Exchange Notes”
shall mean senior notes of a series issued by the Company under the Indenture and containing terms substantially identical in all material
respects to the applicable series of New Notes (except that the Exchange Notes will not be subject to restrictions on transfer or to any
increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders in exchange for Registrable Securities
of such series pursuant to the Exchange Offer for such series.


 






     


     


    

 


“Exchange Offer”
shall mean the exchange offer by the Company of Exchange Notes of each series for Registrable Securities of such series pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration”
shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.


 


“Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form
as selected by the Company) and all amendments and supplements to such registration statement, in each case including the Prospectus contained
therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Free Writing Prospectus”
shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company
and used by the Company in connection with the sale of the New Notes or the Exchange Notes.


 


“Holders”
shall mean holders of Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners
of Registrable Securities under the Indenture; provided that, for purposes of Section 4 and Section 5 hereof, the term
 “Holders” shall include Participating Broker-Dealers.


 


“Indemnified Person”
shall have the meaning set forth in Section 5(a) hereof.


 


“Indemnifying Person”
shall have the meaning set forth in Section 5(c) hereof.


 


“Indenture”
shall mean the Indenture dated as of October 7, 2021 between the Company and U.S. Bank National Association, as trustee, as supplemented
in relation to the New Notes by a Supplemental Indenture to be entered into on October 7, 2021, as the same may be amended and further
supplemented from time to time in accordance with the terms thereof with applicability to the New Notes and the Exchange Notes.


 


“Inspector”
shall have the meaning set forth in Section 3(a)(xv) hereof.


 


“Issuer Information”
shall have the meaning set forth in Section 5(a) hereof.


 


“Majority Holders”
shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities
owned directly or indirectly by the Company or any of its “affiliates” (as such term is defined in Rule 405 under the
Securities Act) shall be disregarded in determining whether such consent or approval was given by the Holders of such required percentage
or amount.


 






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“New Notes”
shall have the meaning set forth in the Preamble.


 


“Notice and Questionnaire”
shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Company upon receipt
of a Shelf Request from such Holder.


 


“Offering Memorandum”
shall mean the confidential Offering Memorandum and Consent Solicitation Statement, dated as of September 8, 2021, distributed in
connection with the offer to exchange the New Notes for the Existing Notes.


 


“Participating Broker-Dealers”
shall have the meaning set forth in Section 4(a) hereof.


 


“Participating Holder”
shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance
with Section 2(b) hereof.


 


“Person”
shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or
agency or political subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration
Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including
a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference
therein.


 


“Registrable Securities”
shall mean the New Notes; provided that the New Notes shall cease to be Registrable Securities upon the earliest to occur of the
following: (i) when a Registration Statement with respect to such New Notes has become effective under the Securities Act and such
New Notes have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such New Notes cease to be outstanding
and (iii) when such New Notes have been resold pursuant to Rule 144 under the Securities Act (but not Rule 144A) without
regard to volume restrictions, provided that the Company shall have removed or caused to be removed any restrictive legend on the
New Notes.


 


“Registration Default”
shall mean the occurrence of any of the following: (i) the Exchange Offer of the Exchange Notes for all New Notes validly tendered
in accordance with the terms of the Exchange Offer is not completed on or prior to the Target Registration Date or, if a shelf registration
statement is required, such shelf registration statement is not declared effective on or prior to the 60th day after the later of (a) the
Target Registration Date and (b) the date on which the Company receives a duly executed Shelf Request or (ii) if applicable,
a shelf registration statement covering resales of the New Notes has been declared effective and such shelf registration statement ceases
to be effective or the prospectus contained therein ceases to be usable for resales of Registrable Securities (a) on more than two
occasions of at least 30 consecutive days during the required effectiveness period pursuant to Section 2(b) hereof or (b) at
any time in any 12-month period during the required effectiveness period pursuant to Section 2(b) hereof and such failure to
remain effective or be so usable exists for more than 90 days (whether or not consecutive) in any 12-month period.


 






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“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation:
(i) all SEC or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable and documented fees and disbursements of (x) one counsel for any Underwriters or
(y) one counsel for any Holders, in connection with blue sky qualification of any Exchange Notes or Registrable Securities), (iii) all
expenses of the Company in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement,
any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements
or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating
agency fees incurred by the Company (including with respect to maintaining ratings of the New Notes), (v) all fees and disbursements
relating to the qualification of the Indenture under applicable securities laws, (vi) the reasonable and documented fees and disbursements
of the Trustee and its one counsel, (vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration
Statement, the reasonable and documented fees and disbursements of one counsel for the Participating Holders (which counsel shall be selected
or replaced by the Participating Holders holding a majority of the aggregate principal amount of Registrable Securities held by such Participating
Holders and which counsel may also be counsel for the Dealer Managers) and (viii) the fees and disbursements of the independent registered
public accountants of the Company, including the expenses of any special audits or “comfort” letters required by or incident
to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees
and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.


 


“Registration Statement”
shall mean any registration statement of the Company that covers any of the Exchange Notes or Registrable Securities pursuant to the provisions
of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference
therein.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


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


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b).


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the Registrable
Securities on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC,
and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus
contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.


 






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“Shelf Request”
shall have the meaning set forth in Section 2(b) hereof.


 


“Staff”
shall mean the staff of the SEC.


 


“Suspension
Actions” shall have the meaning set forth in Section 2(e) hereof.


 


“Target Registration
Date” shall mean December 31, 2022.


 


“Trust Indenture
Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.


 


“Trustee”
shall mean the trustee with respect to the New Notes under the Indenture.


 


“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.


 


“Underwritten Offering”
shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.


 


2.            Registration
Under the Securities Act.


 


(a)           To
the extent not prohibited by any applicable law or regulation, the SEC or applicable interpretations of the Staff, the Company shall use
its commercially reasonable efforts to (x) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders
to exchange all outstanding Registrable Securities for Exchange Notes and (y) cause such Registration Statement to become effective
by the Target Registration Date and, if requested by one or more Participating Broker-Dealers, remain effective until 180 days after the
last Exchange Date for use by such Participating Broker-Dealers. The Company shall commence the Exchange Offer for each series of New
Notes promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their commercially reasonable
efforts to complete the Exchange Offer for such series not later than 60 days after such effective date.


 


After the Exchange Offer Registration
Statement has become effective, the Company shall commence the Exchange Offer for each series by mailing and/or electronically delivering,
or by causing the mailing and/or electronic delivery of, the related Prospectus, appropriate letters of transmittal (if necessary) and
other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially
the following:


 


(i)            that
such Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities of such series validly tendered and not
properly withdrawn will be accepted for exchange;


 


(ii)           the
dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such Prospectus is mailed and/or
electronically delivered) (each, an “Exchange Date”);


 






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(iii)          that
any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this
Agreement, except as otherwise specified herein;


 


(iv)          that
any Holder electing to have any Registrable Security of a series exchanged pursuant to the Exchange Offer for such series will be required
to (A) surrender such Registrable Security, together with the appropriate letters of transmittal (if necessary), to the institution
and at the address and in the manner specified in the Prospectus, or (B) effect such exchange otherwise in compliance with the applicable
procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date with
respect to such Exchange Offer; and


 


(v)           that
any Holder of Registrable Securities of a series will be entitled to withdraw its election, not later than the close of business on the
last Exchange Date with respect to the Exchange Offer for such series, by (A) sending to the institution and at the address specified
in the Prospectus, a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged or (B) effecting
such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.


 


As a condition to participating
in an Exchange Offer, a Holder will be required to represent to the Company that (1) any Exchange Notes to be received by it will
be acquired in the ordinary course of its business, (2) at the time of the commencement of such Exchange Offer it has no arrangement
or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes in
violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405
under the Securities Act) of the Company, (4) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend
to engage in, the distribution of the Exchange Notes and (5) if such Holder is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then
such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with
any resale of such Exchange Notes.


 


As soon as practicable after
the last Exchange Date with respect to an Exchange Offer for Registrable Securities of a series, the Company shall:


 


(i)            accept
for exchange Registrable Securities of such series or portions thereof validly tendered and not properly withdrawn pursuant to such
Exchange Offer; and


 


(ii)           deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Securities of such series or portions thereof so accepted for
exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Notes of such
series equal in principal amount to the principal amount of the Registrable Securities of such series tendered by such Holder; provided
that if any of the Registrable Securities are in book-entry form, the Company shall, in cooperation with the Trustee, effect the
exchange of Registrable Securities in accordance with applicable book-entry procedures.


 






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The Company shall use its
commercially reasonable efforts to complete each Exchange Offer as provided above and shall use commercially reasonable efforts to comply
with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with
each Exchange Offer. No Exchange Offer shall be subject to any conditions, other than that the Exchange Offer does not violate any applicable
law, rule, regulation or applicable interpretations of the Staff and that no action or proceeding has been instituted or threatened in
any court or by or before any governmental agency relating to the Exchange Offer which, in the Company’s judgment, could reasonably
be expected to impair the Company’s ability to proceed with the Exchange Offer.


 


Interest on each Exchange
Note will accrue from the last interest payment date on which interest was paid on each applicable Registrable Security surrendered in
the Exchange Offer, or if no interest has been paid on the applicable Registrable Security surrendered in the Exchange Offer, from the
last interest payment date on which interest was paid on the applicable Existing Note surrendered in connection with the offer to exchange
New Notes for Existing Notes as set forth in the Offering Memorandum.


 


(b)           If
(i) for any reason the Exchange Offer is not completed on or prior to the Target Registration Date or (ii) following the Target
Registration Date the Company receives a written request (a “Shelf Request”) from (x) any Dealer Manager representing
that it holds Registrable Securities of the applicable series that are or were ineligible to be exchanged in any such Exchange Offer,
or (y) (1) any Holder of Registrable Securities that confirms that any applicable law or interpretations do not permit such
Holder of Registrable Securities to participate in the Exchange Offer, or (2) any Holder of Registrable Securities that participates
in the Exchange Offer who does not receive freely transferable Exchange Notes in exchange for tendered Registrable Securities, or (3) any
Holder of Registrable Securities who validly tendered Registrable Securities pursuant to the Exchange Offer but which were not exchanged
for the applicable Exchange Notes promptly after being accepted for exchange, the Company shall use its commercially reasonable efforts
to cause to be filed and become effective a Shelf Registration Statement providing for the sale of all the Registrable Securities of such
series by the Holders thereof; provided that (1) no Holder will be entitled to have any Registrable Securities included in
any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement, until such Holder
shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the
Company as is contemplated by Section 3(b) hereof and, if necessary, the Shelf Registration Statement has been amended to reflect
such information, and (2) the Company shall be under no obligation to file any such Shelf Registration Statement before they are
obligated to file an Exchange Offer Registration Statement pursuant to Section 2(a) hereof.


 


In the event that the Company
is required to file a Shelf Registration Statement pursuant to clause (ii) of the immediately preceding paragraph, the Company shall
use its commercially reasonable efforts to file and cause to become effective both an Exchange Offer Registration Statement pursuant
to Section 2(a) hereof with respect to all Registrable Securities and, with respect to any Registrable Securities to which
clause (ii) of the immediately preceding paragraph applies, a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers and sales of such Registrable Securities held by the
Holders after completion of the Exchange Offer.


 






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The Company agrees to use
its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective until the date on which the New Notes
covered thereby cease to be Registrable Securities (the “Shelf Effectiveness Period”). The Company further agrees to
use its commercially reasonable efforts to supplement or amend the Shelf Registration Statement, the related Prospectus and any Free Writing
Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a
Participating Holder of Registrable Securities with respect to information relating to such Holder, and to use its commercially reasonable
efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing
Prospectus, as the case may be, to become usable as soon as thereafter practicable. The Company agrees to furnish to the Participating
Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC, as reasonably requested by the
Participating Holders.


 


(c)            The
Company shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.
Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale
or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.


 


(d)            An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it
has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to
have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided
by Rule 462 under the Securities Act.


 


If a Registration Default
occurs with respect to a series of Registrable Securities, the interest rate on the Registrable Securities (and only the Registrable Securities)
of such series will be increased by (i) 0.25% per annum for the first 90-day period beginning on the day immediately following such
Registration Default and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and
including the date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends with respect
to any New Notes when such New Notes cease to be Registrable Securities or, if earlier, (1) in the case of a Registration Default
under clause (i) of the definition thereof, when the Exchange Offer for such series is completed or when the Shelf Registration Statement
covering such Registrable Securities becomes effective or (2) in the case of a Registration Default under clause (ii) of the
definition thereof, when the Shelf Registration Statement again becomes effective or the Prospectus again becomes usable. If at any time
more than one Registration Default has occurred and is continuing, then, until the next date that there is no Registration Default, the
increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on
the date that the earliest such Registration Default occurred and ends on the next date that there is no Registration Default.


 






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Notwithstanding anything
to the contrary in this Agreement, if the applicable Exchange Offer with respect to a series of Registrable Securities is consummated,
any Holder who was, at the time such Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, or
withdrew, its New Notes for Exchange Notes in such Exchange Offer will not be entitled to receive any additional interest pursuant to
the immediately preceding paragraph, and such New Notes will no longer constitute Registrable Securities hereunder.


 


Any amounts of additional
interest due under this Section 2(d) will be payable in cash on the regular interest payment dates of the New Notes. The additional
interest will be determined by multiplying the applicable additional interest rate by the principal amount of the New Notes, multiplied
by a fraction, the numerator of which is the number of days such additional interest rate was applicable during such period (determined
on the basis of a 360-day year composed of twelve 30-day months, but it being understood that if the regular interest payment date of
the New Notes is not a Business Day and the payment is made on the next succeeding Business Day, no further interest will accrue as a
result of such delay), and the denominator of which is 360.


 


(e)            The
Company shall be entitled to suspend its obligation to file any amendment to a Shelf Registration Statement, furnish any supplement or
amendment to a Prospectus included in a Shelf Registration Statement or any Free Writing Prospectus, make any other filing with the SEC
that would be incorporated by reference into a Shelf Registration Statement, cause a Shelf Registration Statement to remain effective
or the Prospectus or any Free Writing Prospectus usable or take any similar action (collectively, “Suspension Actions”)
if there is a possible acquisition, disposition or business combination or other transaction, business development or event involving
the Company or any of its subsidiaries that may require disclosure in the Shelf Registration Statement or Prospectus and the Company determines
that such disclosure is not in the best interest of the Company and its stockholders or obtaining any financial statements relating to
any such acquisition or business combination required to be included in the Shelf Registration Statement or Prospectus would be impracticable.
Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice of the delay or
suspension (but not the basis thereof) to the Participating Holders. Upon the termination of such condition, the Company shall promptly
proceed with all Suspension Actions that were delayed or suspended and, if required, shall give prompt notice to the Participating Holders
of the cessation of the delay or suspension (but not the basis thereof).


 


(f)            Without
limiting the remedies available to the Dealer Managers and the Holders, the Company acknowledges that any failure by the Company to comply
with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Dealer
Managers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of any such failure, the Dealer Managers or any Holder may seek to specifically enforce the Company’s
obligations under Section 2(a) and Section 2(b) hereof.


 






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3.            Registration
Procedures.


 


(a)          In
connection with its obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company shall use commercially
reasonable efforts to:


 


(i)                prepare
and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (A) shall be selected
by the Company, (B) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Participating
Holders thereof and (C) shall comply as to form in all material respects with the requirements of the applicable form and include
or incorporate by reference all financial statements required by the SEC to be filed therewith; and cause such Registration Statement
to become effective and remain effective for the applicable period in accordance with Section 2 hereof;


 


(ii)               prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration
Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by
any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(a)(3) of, and Rule 174 under, the Securities Act that is applicable
to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Notes;


 


(iii)              to
the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company
with the SEC in accordance with the Securities Act and to retain a copy of any Free Writing Prospectus not required to be filed;


 


(iv)              in
the case of a Shelf Registration, furnish to each Participating Holder, to the Dealer Managers (if any Registrable Securities held by
the Dealer Managers are included in the Shelf Registration Statement), to counsel for such Participating Holders, to counsel for the Dealer
Managers and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto (other than any document that amends
and supplements any Prospectus, preliminary prospectus or Free Writing Prospectus because it is incorporated by reference therein), as
such Participating Holder, counsel or Underwriter may reasonably request in writing in order to facilitate the sale or other disposition
of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Company consents to the use of such Prospectus,
preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each
of the Participating Holders and any such Underwriters in connection with the offering and sale of the Registrable Securities covered
by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement
thereto in accordance with applicable law;


 


(v)               register
or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions of the United
States as any Participating Holder shall reasonably request in writing by the time the applicable Registration Statement becomes
effective; cooperate with such Participating Holders in connection with any filings required to be made with FINRA; and do any and
all other acts and things within the Company’s reasonable control that may be reasonably necessary to enable each
Participating Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Participating
Holder; provided that the Company shall not be required to (1) qualify as a foreign corporation or other entity or as a
dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) execute or file any
general consent to service of process in any such jurisdiction or (3) subject itself to taxation or service of process in any
such jurisdiction if it is not already so subject;


 






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(vi)             notify
counsel for the Dealer Managers (it being understood that for purposes of this Agreement, such references to such counsel shall mean counsel
on the date of this Agreement unless the Dealer Managers notify the Company in writing otherwise) and, in the case of a Shelf Registration,
notify each Participating Holder and counsel for such Participating Holders (it being understood that for purposes of this Agreement,
references to such counsel shall only be applicable to the extent that the Company has been provided with contact information for such
counsel) promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing
Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of
the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or
the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the
use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities
Act, (3) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement
or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material
respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities
for sale in any U.S. jurisdiction or the initiation of any proceeding for such purpose, (4) of the happening of any event during
the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus
or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement
or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading and (5) of any determination
by the Company that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free
Writing Prospectus would be appropriate;


 


(vii)            notify
counsel for the Dealer Managers or, in the case of a Shelf Registration, notify each Participating Holder and counsel for such Participating
Holders, of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus
or any Free Writing Prospectus or for additional information after the Registration Statement has become effective;


 


(viii)           obtain
the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution
of any objection of the SEC pursuant to Rule 401(g)(2) under the Securities Act, including by filing an amendment to such Registration
Statement on the proper form, as soon as reasonably practicable and provide prompt notice to each Holder or Participating Holder of the
withdrawal of any such order or such resolution;


 






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(ix)              in
the case of a Shelf Registration, furnish to each Participating Holder, without charge, upon request, at least one conformed copy of
each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or
exhibits thereto, unless requested), if such documents are not available via EDGAR;


 


(x)               in
the case of a Shelf Registration, cooperate with the Participating Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued
in such denominations and, in the case of certificated securities, registered in such names (consistent with the provisions of the Indenture)
as such Participating Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;


 


(xi)              upon
the occurrence of any event contemplated by Section 3(a)(vi)(4) hereof, prepare and file with the SEC a supplement or post-effective
amendment to the applicable Exchange Offer Registration Statement or Shelf Registration Statement or the related Prospectus or any Free
Writing Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered
(or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus,
as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify the Participating
Holders (in the case of a Shelf Registration Statement) and the Dealer Managers and any Participating Broker-Dealers known to the Company
(in the case of an Exchange Offer Registration Statement) to suspend use of the Prospectus or any Free Writing Prospectus as promptly
as practicable after the occurrence of such an event, and such Participating Holders, such Participating Broker-Dealers and the Dealer
Managers, as applicable, hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company
has amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;
provided that the Company shall not be required to take any action pursuant to this Section 3(a)(xi) during any suspension
period pursuant to Sections 2(e) or 3(d).


 


(xii)             a
reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus, provide copies of such document to the Dealer Managers
and their counsel (and, in the case of a Shelf Registration Statement, to the Participating Holders and their counsel) and make such
of the representatives of the Company as shall be reasonably requested by the Dealer Managers or their counsel (and, in the case of a
Shelf Registration Statement, the Participating Holders or their counsel) available for discussion of such document at reasonable times
and upon reasonable notice; and the Company shall not, at any time after initial filing of a Registration Statement, use or file any
Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus or a Free Writing
Prospectus, of which the Dealer Managers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders
and their counsel) shall not have previously been advised and furnished a copy or to which the Dealer Managers or their counsel (and,
in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object in writing within
two Business Days after the receipt thereof, unless the Company believes that use or filing of such Prospectus, Free Writing Prospectus,
or any amendment of or supplement thereto is required by applicable law;


 






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(xiii)            obtain
a CUSIP number for all Exchange Notes of each series or Registrable Securities of each series that are registered on a Shelf Registration
Statement, as the case may be, not later than the initial effective date of a Registration Statement;


 


(xiv)            cause
the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Notes or Registrable Securities,
as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture
to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, cause the Trustee to execute, all documents as
may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner;


 


(xv)             in
the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”),
any Underwriters participating in any disposition pursuant to such Shelf Registration Statement, one firm of attorneys and one firm of
accountants designated by a majority in aggregate principal amount of the Registrable Securities held by the Participating Holders and
one firm of attorneys and one firm of accountants designated by such Underwriters, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company and its subsidiaries reasonably requested by any such Inspector,
Underwriter, attorney or accountant, and cause the respective officers, directors and employees of the Company to supply all information
reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement and
customary due diligence related to the offering and sale of Registrable Securities thereunder, subject to such parties conducting such
investigation entering into confidentiality agreements as the Company may reasonably require and to any applicable privilege;


 


(xvi)            [Reserved];


 


(xvii)            if
reasonably requested by any Participating Holder, promptly include or incorporate by reference in a Prospectus supplement or post-effective
amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included
therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable
after the Company has received notification of the matters to be so included in such filing; and


 






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(xviii)            in
the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement)
in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering
and in such connection, (1) provided that the Participating Holders’ representations and warranties are of the substance
and scope as are customarily made by selling security holders to underwriters in underwritten offerings, to the extent possible, make
such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the
business of the Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers
to underwriters in underwritten offerings and consistent with the applicable representations and warranties in the Dealer Manager Agreement
and confirm the same if and when requested pursuant to the applicable underwriting agreement, (2) obtain opinions of counsel to the
Company (which opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters
and their respective counsel) addressed to the Underwriter of Registrable Securities, in customary form and subject to customary limitations,
assumptions and exclusions and covering the matters customarily covered in opinions requested in underwritten offerings, provided that,
if required by the Underwriter, counsel for the Participating Holders shall provide an opinion to the Underwriter covering the matters
customarily covered in opinions requested from selling security holders by underwriters in underwritten offerings, in connection with
an Underwritten Offering (3) in connection with an Underwritten Offering, obtain “comfort” letters from the independent
registered public accountants and independent reserve engineers of the Company (and, if necessary, any other registered public accountant
or reserve engineer of any subsidiary of the Company, or of any business acquired by the Company for which financial statements and financial
data or reserve information and production data are or are required to be included in the Registration Statement) addressed to the Underwriter
of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort”
letters in connection with underwritten offerings, including but not limited to financial information, reserve information and production
data contained in any preliminary prospectus, Prospectus or Free Writing Prospectus and (4) in connection with an Underwritten Offering,
deliver such documents and certificates as may be reasonably requested by the Underwriters, and which are customarily delivered in underwritten
offerings, to evidence the continued validity of the representations and warranties made pursuant to clause (1) above and to evidence
compliance with any customary conditions contained in an underwriting agreement.


 


(b)            In
the case of a Shelf Registration Statement, the Company may require, as a condition to include such Holder’s Registrable Securities
in such Shelf Registration Statement, each Holder of Registrable Securities to furnish to the Company a Notice and Questionnaire and
such other information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities and other documentation
necessary to effectuate the proposed disposition as the Company may from time to time reasonably request in writing and require such
Holder to agree in writing to be bound by all provisions of this Agreement applicable to such Holder. Each Holder of Registrable Securities
as to which any Shelf Registration is being effected agrees to furnish promptly to the Company all information required to be disclosed
so that the information previously furnished to the Company by such Holder is not materially misleading and does not omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
under which they were made.


 






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(c)             Each
Participating Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(vi)(2) or
Section 3(a)(vi)(4) hereof, such Participating Holder will forthwith discontinue disposition of Registrable Securities pursuant
to the Shelf Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended Prospectus
and any Free Writing Prospectus contemplated by Section 3(a)(xi) hereof and, if so directed by the Company, such Participating
Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Participating Holder’s
possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt
of such notice.


 


(d)            If
the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company
shall not be required to maintain the effectiveness thereof during the period of suspension, and the Company shall extend the period during
which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from
and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have
received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions or notice
that such amendment or supplement is not necessary, provided that no such extension shall be made in the case where such suspension
is solely a result of the Company’s compliance with Section 3(d) or any other suspension at the request of a Holder. Any
such suspensions shall not exceed (i) two occasions of 30 consecutive days for each suspension or (ii) 90 days at any time in
any 12-month period.


 


(e)             The
Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering,
the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering
will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, subject in
each case to consent by the Company (which shall not be unreasonably withheld or delayed so long as such bank or manager is internationally
recognized as an underwriter of debt securities offerings). All fees, costs and expenses of the Underwriters, except for Registration
Expenses, shall be borne solely by the Participating Holders.


 


(f)             No
Holder of Registrable Securities may participate in any Underwritten Offering hereunder unless such Holder (a) agrees to sell such
Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements
and other documents required under the terms of such underwriting arrangements.


 






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4.              Participation
of Broker-Dealers in Exchange Offer.


 


(a)             The
Staff has taken the position that any broker-dealer that receives Exchange Notes for its own account in an Exchange Offer in exchange
for New Notes that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.


 


The Company understands that
it is the Staff’s position that if the Prospectus contained in an Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without
naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by
Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets
the requirements of the Securities Act.


 


(b)            In
light of the above, and notwithstanding the other provisions of this Agreement, the Company agrees to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement for a period of up to 180 days after the last Exchange Date (as such period may
be extended pursuant to Section 3(d) hereof) if requested by one or more Participating Broker-Dealers, in order to expedite
or facilitate the disposition of any Exchange Notes by Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above. The Company further agrees that, subject to Section 3(c) hereof, Participating Broker-Dealers
shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with
the resales contemplated by this Section 4.


 


(c)             The
Dealer Managers shall have no liability to the Company or any Holder with respect to any request that they may make pursuant to Section 4(b) hereof.


 


5.              Indemnification
and Contribution.


 


(a)             The
Company will indemnify and hold harmless each Dealer Manager and each Holder, their respective directors, officers and employees, each
Person, if any, who controls any Dealer Manager or any Holder within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act, and each affiliate of any Dealer Manager within the meaning of Rule 405 under the Securities Act (any of the
foregoing, an “Indemnified Person”) from and against any and all losses, claims, damages and liabilities (including,
without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as
such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement
or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus or any “issuer information”
(“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or
arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each such Indemnified Person
for any legal or other expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such
loss, damage, liability, action or claim as such expenses are incurred; provided, however, that the Company shall not be
liable in any such case to the extent that any such losses, claims, damages or liabilities arise out of, or are based upon, any untrue
statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to
any Dealer Manager or information relating to any Holder furnished to the Company in writing through J.P. Morgan, BofA Securities or
any selling Holder, respectively, expressly for use therein.


 






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(b)            Each
Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Dealer Managers and the other selling Holders,
the directors of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls
the Company, any Dealer Manager and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, and each affiliate of any Dealer Manager within the meaning of Rule 405 under the Securities Act and such Dealer
Manager’s respective directors, officers and employees, to the same extent as the indemnity set forth in paragraph (a) above,
but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished
to the Company in writing by such Holder expressly for use in any Registration Statement, any Prospectus and any Free Writing Prospectus.


 


(c)             If
any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, the Indemnified
Person shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”)
in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under
paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from
any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding
shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying
Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees
and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such
proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless: (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed
to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the
Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it
that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding
(including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties
by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that
the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees
and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Dealer Manager, its affiliates, directors
and officers and any control Persons of such Dealer Manager shall be designated in writing by J.P. Morgan and BofA Securities, (y) for
any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders
and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff,
the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement
or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been
sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person,
in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of
such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on
behalf of any Indemnified Person.


 






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(d)            If
the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu
of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result
of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received
by the Company from the offering of the New Notes and the Exchange Notes, on the one hand, and by the Holders from receiving New Notes
or Exchange Notes registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause
(i) but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative
fault of the Company on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.


 


(e)             The
Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined
by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection
with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a
Holder be required to contribute any amount in excess of the amount by which the total price at which the New Notes or Exchange Notes
sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 5 are several and not joint.


 






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(f)             The
remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available
to any Indemnified Person at law or in equity.


 


(g)            The
indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Dealer Managers or any Holder or
any Person controlling any Dealer Manager or any Holder or any affiliate of any Dealer Manager, or by or on behalf of the Company or the
officers or directors of or any Person controlling the Company, (iii) acceptance of any of the Exchange Notes and (iv) any sale
of Registrable Securities pursuant to a Shelf Registration Statement.


 


6.              General.


 


(a)             No
Inconsistent Agreements. The Company represents, warrants and agrees that it has not entered into, or on or after the date of this
Agreement will enter into, any agreement that conflicts with the rights granted to the Holders of Registrable Securities in this Agreement.


 


(b)            Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent
of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in
writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto. Each Holder of Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent thereafter shall be bound by any such amendment, modification, supplement, waiver or consent
effected pursuant to this Section 6(b), whether or not any notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities or is delivered to such Holder. Each Holder may waive compliance with respect
to any obligation of the Company under this Agreement as it may apply or be enforced by such particular Holder.


 






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(c)             Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class
mail, any courier guaranteeing overnight delivery or via email (i) if to a Holder, at the most current address given by such Holder
to the Company by means of a notice given in accordance with the provisions of this Section 6(c); (ii) if to the Company, initially
at the applicable address set forth in the Dealer Manager Agreement and thereafter at such other address(es), notice of which is given
in accordance with the provisions of this Section 6(c); (iii) if to a Dealer Manager, initially at the such Dealer Manager’s
address set forth in the Dealer Manager Agreement and thereafter at such other address, notice of which is given in accordance with the
provisions of this Section 6(c); and (iv) to such other Persons at their respective addresses as provided in the Dealer Manager
Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered;
three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if emailed; on the next
Business Day if timely delivered to an air courier guaranteeing overnight delivery.


 


(d)            [Reserved].


 


(e)            Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of
the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities
such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement
and such Person shall be entitled to receive the benefits hereof. The Dealer Managers (in their capacity as Dealer Managers) shall have
no liability or obligation to the Company with respect to any failure by a Holder to comply with, or any breach by any Holder of, any
of the obligations of such Holder under this Agreement.


 


(f)             Third
Party Beneficiaries. The Trustee and each Holder shall be a third party beneficiary of the agreements made hereunder between the Company,
on the one hand, and the Dealer Managers, on the other hand, and shall have the right to enforce such agreements directly to the extent
it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.


 


(g)            Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of
the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties. Signatures to this Agreement transmitted
by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic
means intended to preserve the original graphic and pictorial appearance of a document (including any electronic signature covered by
the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable
law, e.g., www.docusign.com), will have the same effect as physical delivery of the paper document bearing the original signature.


 






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(h)            Headings.
The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise
affect the meaning hereof.


 


(i)             Governing
Law; WAIVER OF JURY TRIAL. This Agreement, and any claim, controversy or dispute arising under or related to this Agreement, shall
be governed by and construed in accordance with the laws of the State of New York. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES
HERETO EACH HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 


(j)             Entire
Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and
supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this
Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of
the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. The Company and the Dealer Managers shall endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or
unenforceable provisions.


 


[Signature Page Follows]


 




    21 


     


    

 






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


 


	COTERRA ENERGY INC.  	 
	 	 
	By:	/s/ Scott C. Schroeder	 
	Name: Scott C. Schroeder	 
	Title: Executive Vice President and Chief Financial Officer  	 




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 





	J.P. MORGAN SECURITIES LLC 	 
	 	 
	By:	/s/ Sam Bhattacharyya	 
	Name: Sam Bhattacharyya	 
	Title: Executive Director	 


 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 





	BOFA SECURITIES, INC.	 
	 	 
	By:	/s/ Julie Efremoff	 
	Name: Julie Efremoff	 
	Title: Managing Director	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	CITIGROUP GLOBAL MARKETS INC.	 
	 	 
	By:	/s/ Adam D. Bordner	 
	Name: Adam D. Bordner	 
	Title: Director	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	PNC CAPITAL MARKETS LLC	 
	 	 
	By:	/s/ Valerie Shadeck	 
	Name: Valerie Shadeck	 
	Title: Managing Director	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	SCOTIA CAPITAL (USA) INC.	 
	 	 
	By:	/s/ Elsa Wang      	 
	Name: Elsa Wang	 
	Title: Managing Director & Head	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	TD SECURITIES (USA) LLC	 
	 	 
	By:	/s/ Luiz Lanfredi      	 
	Name: Luiz Lanfredi	 
	Title: Director	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


	U.S. BANCORP INVESTMENTS, INC.	 
	 	 
	By:	/s/ Julie Brendel     	 
	Name: Julie Brendel	 
	Title: Director	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 






WELLS FARGO SECURITIES, LLC


 


	By:	/s/ Carolyn Hurley	 







	Name:	Carolyn Hurley	 







	Title:	Managing Director	 




 


[Signature Page to
Registration Rights Agreement]


 






     


     


    

 


CAPITAL ONE SECURITIES, INC.


 





	By:	/s/ Greg Martinez	 







	Name:	Greg Martinez	 







	Title:	Managing Director	 




 


[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


CIBC WORLD MARKETS CORP.


 





	By:	/s/ Michael Kim	 







	Name:	Michael Kim
    	 







	Title:	Managing Director	 




 


[Signature Page to
Registration Rights Agreement]


 






     


     


    

 


KEYBANC CAPITAL MARKETS INC.


 


	By:	/s/ Eric Peiffer	 







	Name:	Eric Peiffer
    	 







	Title:	Managing Director	 




 






[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


RBC CAPITAL MARKETS, LLC


 


	By:	/s/ Scott G. Primrose	 







	Name:	Scott G. Primrose   	 







	Title:	Authorized Signatory	 




 






[Signature Page to
Registration Rights Agreement]


 






     


     


    

 


SMBC NIKKO SECURITIES AMERICA, INC.


 





	By:	/s/ Omar F. Zaman	 







	Name:	Omar F. Zaman
    	 







	Title:	Managing Director	 




 






[Signature
Page to Registration Rights Agreement]


 






     


     


    

 


TRUIST SECURITIES, INC.


 








	By:	/s/ Rob Nordlinger	 







	Name:	Rob Nordlinger    	 







	Title:	Director	 




 






[Signature Page to Registration Rights Agreement]


 






     


     


    

 


MUFG SECURITIES AMERICAS INC.


 








	By:	/s/ Thomas Reader	 







	Name:	Thomas Reader
    	 







	Title:	Managing Director	 




 



[Signature Page to Registration Rights Agreement]


 






     


     


    

 


SCHEDULE A


 


	Citigroup Global Markets Inc.	KeyBanc Capital Markets Inc.
	 	 
	PNC
Capital Markets LLC	RBC
Capital Markets, LLC
	 	 
	Scotia
Capital (USA) Inc.	SMBC
Nikko Securities America, Inc.
	 	 
	TD
Securities (USA) LLC	Truist
Securities, Inc.
	 	 
	U.S.
Bancorp Investments, Inc.	MUFG
Securities Americas Inc.
	 	 
	Wells Fargo Securities, LLC	 
	 	 
	Capital One Securities, Inc.	 
	 	 
	CIBC World Markets Corp.