Exhibit
10.20


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRAITON ON
RIGHTS AGREEMENT (this "AGREEMENT"), dated as of February 16, 2011, by and among Infinity Energy Resources, Inc., a Delaware corporation,
with headquarters located at 11900 College Blvd. Suite 204, Overland Park, Kansas 66210 (the "COMPANY"), and Amegy Bank, N.A.
(the "BUYER").


 


WHEREAS,


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "SECURITIES PURCHASE
AGREEMENT"), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue
and sell on the Closing Date to the Buyer warrants to purchase shares of Common Stock (the " WARRANTS," and the shares of Common
Stock issuable upon exercise of the Warrants, the "WARRANT SHARES");


 


B.           To
induce the Buyer to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute
(collectively. the" 1933 Act"), and applicable state securities laws.


 


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


 


1.           DEFINITIONS


 


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


 


(a)           "EFFECTIVENESS
DEADLINE" means the Initial Effectiveness Deadline or a Deficiency Effectiveness Dead line (each as defined below), as applicable.


 


(b)           "FILING
DEADLINE" means the Initial Filing Deadline or a Deficiency Filing Deadline (each as defined below), as applicable.


 


(c)           "REGISTRATION
STATEMENT' means a registration statement or registration statements of the Company filed under the 1933 Act covering the Registrable
Securities.


 


(d)           "INVESTOR"
means the Buyer, any transferee or assignee thereof to whom the Buyer assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


  



    	 



    	 



    

(e)           "PERSON"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a governmental or any department or agency thereof.


 


(f)           "REGISTER,"
"REGISTERED," and "REGISTRATION" refer to a registration effected by preparing and filing one or more Registration Statements
(as defined below) in compliance with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any successor rule providing
for offering securities on a continuous or delayed basis ("RULE 415"), and the declaration or ordering of effectiveness of such
Registration Statement(s) by the United States Securities and Exchange Commission (the "SEC").


 


(g)           "REGISTRABLE
SECURITIES" means (i) the Warrant Shares issued or issuable upon exercise of the Warrants and (ii) any shares of capital stock
issued or issuable with respect to the Warrant Shares and the Warrants as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitations on exercises of the Warrants; provided, however, that
any such Registrable Securities shall cease to be Registrable Securities when (x) a Registration Statement with respect to the
sale of such securities becomes effective under the 1933 Act and such securities are disposed of in accordance with such Registration
Statement, (y) such securities arc sold in accordance with Rule 144 (as defined in Section 8) or (z) such securities become transferable
without any restrictions in accordance with Rule 144(k) (or any successor provision).


 


(h)           "TRADING
DAY" means any day on which the Common Stock is traded on the principal securities exchange or securities market on which the
Common Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade,
or actually trades on such exchange or market, for less than 4.5 hours.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.


 


2.           REGISTRATION


 


(a)           Mandatory Registration.  The
Company shall prepare, and, as soon as practicable but in no event later than 120 days after the Buyer's request (the "INITIAL
FILING DEADLINE"), file with the SEC the Registration Statement on Form S-3, covering the resale of all of the Registrable Securities;
provided, however, that the Buyer's request shall not be made unless the Company's Common Stock is registered under Section 12
of the 1934 Act (as defined in Section 3(b)). In the event that Form S-3 is unavailable for such a registration, the Company shall
use such other form as is available for such a registration, subject to the provisions of Section 2(d).  The Registration
Statement prepared pursuant hereto shall register for resale Registrable Securities consisting of at least that number of shares
of Common Stock equal to 110% of the number of Warrant Shares issuable upon exercise of all the outstanding Warrants as of the
second Trading Day immediately preceding the date that the Registration Statement is initially filed with the SEC. The calculations
set forth in this paragraph shall be made without regard to any limitations on the exercise of the Warrants and such calculation
shall assume that the Warrants are then exercisable into shares of Common Stock at the then-prevailing Warrant Exercise Price
(as defined in the Warrants).  The Company shall use its best efforts to have the Registration Statement declared effective
by the SEC as soon as practicable after such filing (the "INITIAL EFFECTIVENESS DEADLINE").


 



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(b)           Allocation
of Registrable Securities.  The initial number of Registrable Securities included in any Registration Statement
and each increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based
on the number of such Registrable Securities held by each Investor at the time the Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by the SEC.  In the event that an Investor
sells or otherwise transfers any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion
of the then remaining number of Registrable Securities included in such Registration Statement for such transferor.  Any
shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any
Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on
the number of Registrable Securities then held by such Investors which are covered by such Registration Statement.  For
purposes hereof, the number of Registrable Securities held by an Investor includes all Registrable Securities issuable upon exercise
of Warrants held by such Investor, without regard to any limitation on the exercise of the Warrants.


 


(c)           Legal
Counsel.  Subject to Section 5 hereof, the Investors holding securities representing at least two-thirds (2/3) of
the Registrable Securities shall have the right to select one legal counsel to review and oversee any offering pursuant to this
Section 2 ("LEGAL COUNSEL"), which shall be designated in writing to the Company by the Investor holders of at least two-thirds
(2/3) of the Registrable Securities.  The Company shall reasonably cooperate with Legal Counsel in performing the Company's
obligations under this Agreement.


 


(d)           Ineligibility
for Form S-3.  In the event that Form S-3 is not available for the registration of the resale of Registrable Securities
hereunder, the Company shall undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided
that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


(e)           Sufficient
Number of Shares Registered.  In the event the number of shares of Common Stock available under the Initial Registration
Statement filed pursuant to Section 2(a)(i) is insufficient to cover all of the Initial Registrable Securities required to
be covered by the Initial Registration Statement or an Investor's allocated portion of the Initial Registrable Securities pursuant
to Section 2(b), the Company shall, as soon as practicable, but in any event not later than 15 days after the first date on which
the number of shares available under the Initial Registration Statement is so insufficient (the "DEFICIENCY FILING DEADLINE"),
amend the Initial Registration Statement, or file a new Registration Statement (on the short form available therefor, if applicable),
or both, so that there are registered for resale Initial Registrable Securities consisting of at least that number of shares of
Common Stock equal to 110% of the number of Initial Warrant Shares issuable upon exercise of all the outstanding Initial Warrants
as of the second Trading Day immediately preceding the date of the filing of the amendment or new Registration Statement with
the SEC.  The Company shall use its best efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable, but in any event not later than 75 days following the applicable Deficiency Filing Deadline
(the "DEFICIENCY EFFECTIVENESS DEADLINE").  For purposes of the foregoing provision, the number of shares of Common
Stock available under the Initial Registration Statement shall be deemed "insufficient to cover all of the Initial Registrable
Securities" if as of any date of determination, the number of shares of Common Stock equal to 100% of the number of Initial Warrant
Shares issuable as of such time upon exercise of all the outstanding Initial Warrants is greater than the number of shares of
Common Stock available for resale under the Initial Registration Statement.  The calculations set forth in this paragraph
shall be made without regard to any limitations on the exercise of the Initial Warrants.


 



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(f)           Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement.


 


(i)           If
(i) a Registration Statement covering all the Registrable Securities and required to be filed by the Company pursuant to Section
2(a) of this Agreement is not (A) filed with the SEC on or before the applicable Filing Deadline or (B) declared effective by
the SEC on or before the applicable Effectiveness Deadline or (ii) on any day after the Registration Statement has been declared
effective by the SEC sales of all the Registrable Securities required to be included on such Registration Statement cannot be
made (other than during an Allowable Grace Period (as defined in Section 3(s)) pursuant to the Registration Statement (including
because of a failure to keep the Registration Statement effective, to disclose such information as is necessary for sales to be
made pursuant to the Registration Statement or to register sufficient shares of Common Stock as determined in accordance with
Section 2(e), then, as partial relief for the damages to any holder of the Warrants by reason of any such delay in or reduction
of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available
at law or in equity), the Company shall pay to such holder an amount in cash equal to the product of (i) the total Aggregate Exercise
Price (as defined in the Warrants) of all Warrants held by such holder and to which the Registration Statement relates, multiplied
by (ii) the sum of (A) 0.02, if the Registration Statement is not filed by the applicable Filing Deadline, plus (B) 0.02, if the
Registration Statement is not declared effective by the applicable Effectiveness Deadline, plus (C) the product of (I) 0.000667
multiplied by (II) the sum (without duplication) of (x) the number of days after the applicable Filing Deadline that such Registration
Statement is not filed with the SEC, plus (y) the number of days after the applicable Effectiveness Deadline that such Registration
Statement is not declared effective by the SEC, plus (z) the number of days after such Registration Statement has been declared
effective by the SEC that such Registration Statement is not available (other than during an Allowable Grace Period) for the sale
of at least all the Registrable Securities required to be included and maintained on such Registration Statement pursuant to Section
2(e).


 


(ii)           The
payments to which a holder shall be entitled pursuant to this Section 2(f) are referred to herein as "REGISTRATION DELAY
PAYMENTS."  Registration Delay Payments shall be paid on the earlier of (I) the last day of the calendar month during
which such Registration Delay Payments are incurred and (II) the third Business Day after the event or failure giving rise to
the Registration Delay Payments is cured.  In the event the Company fails to make Registration Delay Payments in a timely
manner, such Registration Delay Payments shall bear interest at the rate of the lesser of 1.5% per month (prorated for partial
months) or the highest lawful maximum interest rate, in each case, until paid in full.


 



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3.           RELATED
OBLIGATIONS


 


At
such time as the Company is obligated, to file a Registration Statement with the SEC pursuant to Section 2(a), the Company will
use its best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition
thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a)           The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to the applicable Registrable Securities
(but in no event later than the applicable Filing Deadline) and use its best efforts to cause such Registration Statement relating
to the Registrable Securities to become effective as soon as practicable after such filing (but in no event later than the applicable
Effectiveness Deadline).  The Company shall keep each Registration Statement effective pursuant to Rule 415 at all times
until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by such Registration
Statement without restriction pursuant to Rule 144(d) (or successor thereto) promulgated under the 1933 Act or (ii) the date on
which the Investors shall have sold all the Registrable Securities covered by such Registration Statement (the "REGISTRATION PERIOD").  Such
Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading.  The term "best efforts"
shall mean, among other things, that the Company shall submit to the SEC, within two (2) Business Days after the Company learns
that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments
on the Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement
to a time and date not later than 48 hours after the submission of such request.


 


(b)           The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during
the Registration Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities
shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth
in such Registration Statement.  In the case of amendments and supplements to a Registration Statement which are required
to be filed pursuant to this Agreement (including pursuant to this Section 3(b) by reason of the Company filing a report on Form
10-K, Form 10-Q or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
the Company shall have incorporated such report by reference into the Registration Statement, if applicable, or shall file such
amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for
the Company to amend or supplement the Registration Statement.


 


(c)           The
Company shall (A) permit Legal Counsel to review and comment upon (i) the Registration Statement at least five (5) Business Days
prior to its filing with the SEC and all amendments and supplements to all Registration Statements (except for Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (8) not file any document, registration statement, amendment or supplement
described in the foregoing clause (A) in a form to which Legal Counsel reasonably objects.  The Company shall not submit
a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement thereto without providing
prior notice thereof to Legal Counsel and each Investor.  The Company shall furnish to Legal Counsel, without charge,
(i) promptly after the same is prepared and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference that have not been filed via EDGAR,
and all exhibits and (ii) upon the effectiveness of any Registration Statement, one copy of the prospectus included in such Registration
Statement and all amendments and supplements thereto.  The Company shall reasonably cooperate with Legal Counsel in
performing the Company's obligations pursuant to this Section 3.


 



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(d)           The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference that have not been filed
via EDGAR, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies
of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of
copies as such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by such Investor.


 


(e)           The
Company shall use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies,
the resale by the Investors of the Registrable Securities covered by a Registration Statement under the securities or "blue sky"
laws of all the states of the United States, (ii) prepare and file in those jurisdictions, such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(e) or (y) subject itself to general taxation in any such jurisdiction.  The Company
shall promptly notify Legal Counsel and each Investor who holds Registrable Securities of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States or its receipt of actual notice of the initiation
or threatening of any proceeding for such purpose.


 


(f)           The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to Legal Counsel
and each Investor (or such other number of copies as Legal Counselor such Investor may reasonably request).  The Company
shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile on the same day of such effectiveness
and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related
prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment to a Registration
Statement would be appropriate.


 



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(g)           The
Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration
Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such
an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to
notify Legal Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution
thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)           At
the reasonable request (in the context of the securities laws) of any Investor, the Company shall furnish to such Investor, on
the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company's independent certified public accountants in form and substance
as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed
to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration
Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors;
provided that such Investor shall reimburse the Company for its out-of-pocket expenses incurred in connection with the furnishing
of any such letter and opinion.


 


(i)           At
the reasonable request (in the context of the securities laws) of any Investor, the Company shall make available for inspection
during regular business hours by (i) any Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained
by the Investors (collectively, the "INSPECTORS"), all pertinent financial and other records, and pertinent corporate documents
and properties of the Company (collectively, the "RECORDS"), as shall be reasonably deemed necessary by each Inspector, and cause
the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor)
or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination
the Inspectors arc so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission
in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement
of which the Inspector has knowledge.  Each Investor agrees that it shall, upon learning that disclosure of such Records
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company
and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order
for, the Records deemed confidential.  Each Inspector which exercises its rights under this Section 3(i) shall be obligated
to execute a non-disclosure agreement containing such reasonable terms as the Company may request. The fees and expenses of the
Inspectors shall be borne by the applicable Investor.


 



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(j)           The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement.  The Company agrees that it shall, upon learning that disclosure of such information concerning
an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written
notice to such Investor and allow such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure
of, or to obtain a protective order for, such information.


 


(k)           The
Company shall use its best efforts to (i) cause all the Registrable Securities covered by a Registration Statement to be listed
on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if
the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) secure designation and
quotation of all the Registrable Securities covered by the Registration Statement on The NASDAQ National Market System, or (iii)
if, despite the Company's best efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in satisfying
the preceding clause (i) or (ii), to secure the inclusion for quotation on The NASDAQ SmallCap Market for such Registrable Securities
and, without limiting the generality of the foregoing, to arrange for at least two market makers to register with the Financial
Industry Regulatory Authority ("FINRA") as such with respect to such Registrable Securities.  The Company shall pay
all fees and expenses in connection with satisfying its obligation under this Section 3(k).


 


(l)           The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)           The
Company shall provide a transfer agent and registrar of all such Registrable Securities not later than the effective date of the
applicable Registration Statement.


 



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(n)           If
requested by an Investor, the Company shall (i) as soon as practicable incorporate in a prospectus supplement or post-effective
amendment such information as an Investor requests to be included therein relating to the sale and distribution of Registrable
Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) as soon
as practicable make all required filings of such prospectus supplement or post-effective amendment after being notified of the
matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement
or make amendments to any Registration Statement if reasonably requested by an Investor of such Registrable Securities.


 


(o)           The
Company shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be
registered with or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate
the disposition of such Registrable Securities.


 


(p)           The
Company shall make generally available to its security holders as soon as practical, but not later than 90 days after the close
of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the 1933 Act) covering
a twelve-month period beginning not later than the first day of the Company's fiscal quarter next following the effective date
of a Registration Statement.


 


(q)           Within
two (2) Business Days after a Registration Statement which covers applicable Registrable Securities is ordered effective by the
SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation
that such Registration Statement has been declared effective by the SEC in substantially the form attached hereto as Exhibit A,
provided that if the Company changes its transfer agent, it shall immediately deliver any previously delivered notices under this
Section 3(q) and any subsequent notices to such new transfer agent.


 


(r)           The
Company shall make such filings with the National Association of Securities Dealers, Inc. (including providing all required information
and paying required fees thereto) as and when requested by an Investor and make all other filings reasonably necessary for Investors
to sell Registrable Securities pursuant to a Registration Statement.


 


(s)           Notwithstanding
anything to the contrary in Section 3(f), at any time after the Registration Statement has been declared effective by the SEC,
the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the
time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company
and, in the opinion of counsel to the Company, otherwise required (a "GRACE PERIOD"); provided, that the Company shall promptly
(i) notify the Investors in writing of the existence of material non-public information giving rise to a Grace Period (provided
that in each notice the Company shall not disclose the content of such material non-public information to the Investors) and the
date on which the Grace Period will begin, and (ii) notify the Investors in writing of the date on which the Grace Period ends;
and, provided further, that no Grace Period shall exceed 20 consecutive days and during any 365 day period such Grace Periods
shall not exceed an aggregate of 40 days and the first day of any Grace Period must be at least two (2) Trading Days after the
last day of any prior Grace Period (an "ALLOWABLE GRACE PERIOD").  For purposes of determining the length of a Grace
Period above. the Grace Period shall begin on and include the date the holders receive the notice referred to in clause (i) and
shall end on and include the later of the date the holders receive the notice referred to in clause (ii) and the date referred
to in such notice.  The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable
Grace Period.  Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section
3(t) with respect to the information giving rise thereto unless such material non-public information is no longer applicable.


 



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4.           OBLIGATIONS
OF THE INVESTORS


 


(a)           At
least six (6) Business Days prior to the first anticipated filing date of a Registration Statement and at least five (5) Business
Days prior to the filing of any amendment or supplement to a Registration Statement, the Company shall notify each Investor in
writing of the information, if any, the Company requires from each such Investor if such Investor elects to have any of such Investor's
Registrable Securities included in such Registration Statement or, with respect to an amendment or a supplement, if such Investor's
Registrable Securities are included in such Registration Statement (each an " INFORMATION REQUEST").  Provided that
the Company shall have complied with its obligations set forth in the preceding sentence, it shall be a condition precedent to
the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities
of a particular Investor that such Investor shall furnish to the Company, in response to an Information Request, such information
regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held
by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request.


 


(b)           Each
Investor, by such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has
notified the Company in writing of such Investor's election to exclude all of such Investor's Registrable Securities
from such Registration Statement.


 


(c)           Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3(g) or the first sentence of 3(f) or written notice from the Company or a Grace Period, such Investor will immediately
discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities
until such Investor's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first
sentence of 3(f) or receipt of notice that no supplement or amendment is required or that the Grace Period has ended.  Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of a notice from the Company
of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor has
not yet settled.


 



    	-10-



    	 



    

5.           EXPENSES
OF REGISTRATION


 


All
reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company, except as provided in Section 3(h).  The
Company shall also reimburse the Investors for the reasonable fees and disbursements of Legal Counsel in connection with registration,
filing or qualification pursuant to Sections 2 and 3 of this Agreement.


 


6.           INDEMNIFICATION


 


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


 


(a)           To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within
the meaning of the 1933 Act or the 1934 Act (each, an "INDEMNIFIED PERSON"), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several,
(collectively, "CLAIMS") incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or
the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("INDEMNIFIED DAMAGES"),
to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a
Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the
offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are offered ("BLUE
SKY FILING"), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances
under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the 1933
Act, the 1934 Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable Securities pursuant to a Registration Statement or (iv) any material violation of this Agreement by
the Company (the matters in the foregoing clauses (i) through (iv) being, collectively, "VIOLATIONS").  Subject to Section
6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for
any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim.  Notwithstanding
anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to
a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with
information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 3(d); (ii) with respect to any preliminary prospectus, shall not inure
to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are
the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus
was timely made available by the Company pursuant to Section 3(d), and the Indemnified Person was promptly advised in writing
not to use the incorrect preliminary prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding
such advice, used it; and (iv) shall not be available to the extent such Claim is based on a failure of the Investor to deliver
or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(d); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld.  Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of the Registrable Securities by the Investors pursuant to Section 9.


 



    	-11-



    	 



    

(b)           In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement, and each Person, if any, who controls the Company
within the meaning of the 1933 Act or the 1934 Act (each an "INDEMNIFIED PARTY"), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection
with such Registration Statement; and, subject to Section 6(c), such Investor will reimburse any legal or other expenses reasonably
incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply
to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor,
which consent shall not be unreasonably withheld; provided, further, however, that the aggregate liability of the Investor in
connection with any Violation shall not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities
pursuant to the Registration Statement giving rise to such Claim. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investors pursuant to Section 9.  Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained in the preliminary prospectus was corrected on
a timely basis in the prospectus, as then amended or supplemented.


 



    	-12-



    	 



    

(c)           Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party Similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be.  In any such proceeding, any Indemnified Person or Indemnified Party may retain its own counsel, but, except
as provided in the following sentence, the fees and expenses of that counsel will be at the expense of that Indemnified Person
or Indemnified Party, as the case may be, unless (i) the indemnifying party and the Indemnified Person or Indemnified Party, as
applicable, shall have mutually agreed to the retention of that counsel, (ii) the indemnifying party does not assume the defense
of such proceeding in a timely manner or (iii) in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel for the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual
or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding.  The Company shall pay reasonable fees for up to one separate legal counsel for the Investors,
and such legal counsel shall be selected by the Investors holding at least two-thirds (2/3) in interest of the Registrable Securities
included in the Registration Statement to which the Claim relates.  The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying
party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified
Person which relates to such action or Claim.  The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.  No
indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent,
provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent.  No
indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of
any judgment or enter into any settlement or other compromise with respect to any pending or threatened action or claim in respect
of which indemnification or contribution may be or has been sought hereunder (whether or not the Indemnified Party or Indemnified
Person is an actual or potential party to such action or claim), which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such
Claim or litigation.  Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made.  The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to
the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced
in its ability to defend such action.


 



    	-13-



    	 



    

(d)           The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)           The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.           CONTRIBUTION


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make
the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent
permitted by law; provided, however, that (i) no Person involved in the sale of Registrable Securities which Person is guilty
of fraudulent misrepresentation (within the meaning of Section II(f) of the 1933 Act) in connection with such sale, shall be entitled
to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited to an amount equal to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to the Registration Statement giving rise to such
action or claim for indemnification less the amount of any damages that such seller has otherwise been required to pay in connection
with such sale.


 


8.           REPORTS
UNDER THE 1934 ACT


 


With
a view to making available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule
or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration
("RULE 144"), the Company agrees to:


 


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


 


(b)           file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements (it being understood that nothing herein shall limit the Company's obligations
under Section 4(c) of the Securities Purchase Agreement) and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c)           furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon written request, (i) a written statement
by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without
registration.


 



    	-14-



    	 



    

9.           ASSIGNMENT
OF REGISTRATION RIGHTS


 


The
rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of Registrable
Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within five (5) Business Days after such transfer or assignment; (ii) the Company is, within five
(5) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee
or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately
following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under
the 1933 Act and applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated
by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions
contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities
Purchase Agreement.


 


10.           AMENDMENT
OF REGISTRATION RIGHTS


 


Provisions
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least two-thirds
(2/3) of the Registrable Securities.  Any amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Investor and the Company.  No such amendment shall be effective to the extent that it applies to less than
all of the holders of the Registrable Securities.  No consideration shall be offered or paid to any Person to amend
or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.


 


11.           MISCELLANEOUS


 


(a)           A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities.  If the Company receives conflicting instructions, notices or elections from two or more Persons with respect
to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.


 


(b)           Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same.  The addresses and facsimile numbers for such communications shall be:


 



    	-15-



    	 



    

If
to the Company:


 


Infinity
Energy Resources, Inc:


11900
College Blvd., Suite 204


Overland
Park, Kansas 66210


Telephone:
(913) 948-0512


Facsimile:
(913) 938-4458


Attention:
Chief Executive Officer


 


If
to the Buyer, to its address and facsimile number set forth on the Schedule of Buyers attached hereto, with copies to such Buyer's
representatives as set forth on the Schedule of Buyers, or if, in the case of the Buyer or other party named above, to such other
address and/or facsimile number and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party at least five (5) days prior to the effectiveness of such change.


 


If
to an Investor (other than the Buyer), to such Investor at the address and/or facsimile number reflected in the records of the
Company.  Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or
other communication, (B) mechanically or electronically generated by the sender's facsimile machine containing the time, date,
recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile or deposit with a nationally recognized overnight
delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


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


 


(d)           All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Texas or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
the City of Houston, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law.  If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRJAL FOR
THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 



    	-16-



    	 



    

(e)           This
Agreement and the other Transaction Documents constitute the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof.  There are no restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein and therein.  This Agreement and the other Transaction Documents supersede all prior agreements
and understandings among the parties hereto with respect to the subject matter hereof and thereof.


 


(f)           Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


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


 


(h)           This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to each other party; provided that a facsimile
signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as
if the signature were an original, not a facsimile signature.


 


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


 


(j)           All
consents and other determinations to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by Investors holding at least two-thirds (2/3) of the Registrable Securities, determined as if all of the Notes
and the Warrants then outstanding have been converted into or exercised for Registrable Securities without regard to any limitations
on conversion of the Notes or the exercise of the Warrants.  Any consent or other determination approved by Investors
as provided in the immediately preceding sentence shall be binding on all Investors.


 


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


 


(l)           This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and, to the
extent provided in Sections 6(a) and 6(b) hereof, each Investor, the directors, officers, partners, employees, agents, representatives
of, and each Person, if any who controls any Investor within the meaning of the 1933 Act and the 1934 Act and each of the Company's
directors, each of the Company's officers who signs the Registration Statement, and each Person, if any, who controls the Company
within the meaning of the 1933 Act and the 1934 Act, and is not for the benefit of, nor may any provision hereof be enforced by,
any other Person.


 



    	-17-



    	 



    

(m)           Unless
the context otherwise requires, (a) all references to Sections, Schedules or Exhibits are to Sections, Schedules or Exhibits contained
in or attached to this Agreement, (b) each accounting term not otherwise defined in this Agreement has the meaning assigned to
it in accordance with GAAP, (c) words in the singular or plural include the singular and plural and pronouns stated in either
the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (d) the use of the word "including"
in this Agreement shall be by way of example rather than limitation.


 


[Remainder
of page intentionally left blank]


 



    	-18-



    	 



    

IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above
written.


 


 


	 	Company:

        Infinity Energy Resources, Inc.
	 
	 	 	 	 
	 	By:	/s/ Stanton
    E. Ross	 
	 	Name: 	Stanton
    E. Ross	 
	 	Title: 	President and Chief Executive Officer	 
	 	 	 	 


 


	 	Buyer:

        Amegy Bank, N.A.
	 
	 	 	 	 
	 	By:	/s/ Hank Holmes	 
	 	Name: 	Hank Holmes	 
	 	Title: 	Executive Vice President	 
	 	 	 	 


 


 


 


[Signature
Page to Registration Rights Agreement]



    	 



    	 



    

 


Schedule
of Buyers


 


Amegy
Bank, N.A.


4400
Post Oak Parkway, Suite 1300


Houston,
Texas 77027


 


 


 


 


 


 


 


 


 




 



    	 



    	 



    

EXHIBIT
A


 


FORM
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT


 


[TRANSFER
AGENT]


 


ATTN:                                                     


 


RE:
INFINITY ENERGY RESOURCES, INC.


 


Ladies
and Gentlemen:


 


We
are counsel to Infinity Energy Resources, Inc., a Delaware corporation (the "COMPANY"), and have represented the Company in connection
with that certain Securities Purchase Agreement (the "PURCHASE AGREEMENT") entered into by and among the Company and the buyer
named therein (the "HOLDER") pursuant to which the Company issued to the Holder warrants to purchase an aggregate of _____ shares
of Common Stock, subject to adjustment (the "WARRANTS"). as set forth in, and subject to the terms and conditions of, the Securities
Purchase Agreement.  Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement
with the Holder (the "REGISTRATION RJGHTS AGREEMENT") pursuant to which the Company agreed, among other things, to register the
Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon exercise
of the Warrants, under the Securities Act of 1933, as amended (the "1933 ACT').  In connection with the Company' s obligations
under the Registration Rights Agreement, on ________________,2011, the Company filed a Registration Statement on Form S-3 (File
No. 333-________________) (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") relating to Registrable
Securities (subject to adjustment) issued or issuable upon EXERCISE OF WARRANTS ISSUED ON _________________, 2011, which names
the Holder as a selling stockholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff
has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act
at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS) and we have no knowledge, after telephonic inquiry of a member
of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose
are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant
to the Registration Statement.


 


	 	Very truly yours, [ISSUER'S COUNSEL]
	 
	 	 	 
	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 


 


cc:
[LIST NAME OF HOLDER]