Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this "AGREEMENT"),  is made and entered
into as of July 28, 2014, by and among BARON ENERGY,  INC., a Nevada corporation
(the  "COMPANY"),  and the persons or entities  identified  on Schedule A hereto
(collectively, the "INVESTORS" and each individually, an "INVESTOR").

     WHEREAS,  the Company and the Investors are parties to a Warrant Agreement,
dated as of July 28,  2014,  pursuant  to which the  Investors  have  acquired a
Warrant (as defined below)  representing  the right to purchase from the Company
Warrant Shares (as defined below) upon the terms and conditions set forth in the
Warrant (as amended, restated,  supplemented, or otherwise modified from time to
time, the "WARRANT AGREEMENT"); and

     WHEREAS,   in  connection  with  the   consummation  of  the   transactions
contemplated  by the Warrant  Agreement,  the parties  desire to enter into this
Agreement in order to grant certain  registration rights to the Investors as set
forth below.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual and
dependent covenants hereinafter set forth, the parties agree as follows:

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

     "AFFILIATE" of a Person means any other Person that directly or indirectly,
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common  control  with,  such Person.  The term  "control"  (including  the terms
"controlled by" and "under common control with") means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

     "AGREEMENT" has the meaning set forth in the preamble.

     "BOARD"  means the board of  directors  of the Company  (and any  successor
governing body of the Company or any successor of the Company).

     "COMMISSION"  means the  Securities  and Exchange  Commission  or any other
federal  agency  administering  the  Securities  Act and the Exchange Act at the
time.

     "COMMON STOCK" means the common stock,  par value $0.001 per share,  of the
Company and any other common equity  securities  issued by the Company,  and any
other shares of stock issued or issuable with respect thereto (whether by way of
a stock  dividend or stock split or in exchange for or upon  conversion  of such
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shares or otherwise in connection  with a combination  of shares,  distribution,
recapitalization, merger, consolidation or other corporate reorganization).

     "COMPANY"  has the  meaning  set forth in the  preamble  and  includes  the
Company's successors by merger, acquisition, reorganization or otherwise.

     "EXCHANGE  ACT" means the Securities  Exchange Act of 1934, as amended,  or
any successor federal statute, and the rules and regulations  thereunder,  which
shall be in effect from time to time.

     "GOVERNMENTAL  AUTHORITY"  means  any  federal,  state,  local  or  foreign
government or political subdivision thereof, or any agency or instrumentality of
such government or political subdivision,  or any self-regulated organization or
other non-governmental regulatory authority or quasi-governmental  authority (to
the  extent  that the  rules,  regulations  or  orders of such  organization  or
authority  have the  force of law),  or any  arbitrator,  court or  tribunal  of
competent jurisdiction.

     "INVESTORS" has the meaning set forth in the preamble.

     "PERSON"  means an  individual,  corporation,  partnership,  joint venture,
limited liability company, Governmental Authority,  unincorporated organization,
trust, association, or other entity.

     "PIGGYBACK REGISTRATION" has the meaning set forth in SECTION 3(A).

     "PROSPECTUS"   means  the  prospectus  or  prospectuses   included  in  any
Registration  Statement, as amended or supplemented by any prospectus supplement
with  respect to the terms of the  offering  of any  portion of the  Registrable
Securities  covered by such  Registration  Statement and by all other amendments
and supplements to the prospectus,  including post-effective  amendments and all
material incorporated by reference in such prospectus or prospectuses.

     "REGISTRABLE  SECURITIES"  means (a) any shares of Common Stock at any time
held by the  Investors  or issuable  upon the  exercise  of the  Warrant  and/or
conversion,  exercise or exchange of any Series A  Convertible  Preferred  Stock
owned by the Investors at any time, and (b) any shares of Common Stock issued or
issuable with respect to any shares  described in subsection (a) above by way of
a stock  dividend or stock split or in connection  with a combination of shares,
recapitalization,  merger,  consolidation  or  other  reorganization  (it  being
understood that for purposes of this Agreement, a Person shall be deemed to be a
holder of  Registrable  Securities  whenever  such  Person has the right to then
acquire or obtain from the Company any  Registrable  Securities,  whether or not
such acquisition has actually been effected).  As to any particular  Registrable
Securities,  such securities shall cease to be Registrable Securities when (i) a
Registration  Statement  covering such securities has been declared effective by
the  Commission  and such  securities  have been  disposed  of  pursuant to such
effective   Registration   Statement,   (ii)  such  securities  are  sold  under

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circumstances  in which  all of the  applicable  conditions  of Rule 144 (or any
similar  provisions  then in force) under the Securities Act are met, (iii) such
securities are otherwise  transferred  and such securities may be resold without
subsequent  registration under the Securities Act, or (iv) such securities shall
have ceased to be outstanding.

     "REGISTRATION  STATEMENT" means any  registration  statement of the Company
which covers any of the  Registrable  Securities  pursuant to the  provisions of
this  Agreement,  including the  Prospectus,  amendments and supplements to such
Registration Statement,  including post-effective  amendments,  all exhibits and
all materials incorporated by reference in such Registration Statement.

     "RULE 144"  means  Rule 144  promulgated  under the  Securities  Act or any
successor rule thereto or any complementary rule thereto (such as Rule 144A).

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as  amended,  or any
successor federal statute, and the rules and regulations thereunder, which shall
be in effect from time to time.

     "SELLING EXPENSES" means all underwriting  discounts,  selling  commissions
and stock transfer taxes applicable to the sale of Registrable  Securities,  and
fees and  disbursements  of counsel  for any holder of  Registrable  Securities,
except for the fees and  disbursements of counsel for the holders of Registrable
Securities required to be paid by the Company pursuant to SECTION 6.

     "SERIES A  CONVERTIBLE  PREFERRED  STOCK"  means the  Series A  Convertible
Preferred Stock of the Company, par value $0.001 per share.

     "WARRANT" has the meaning specified in the Warrant Agreement.

     "WARRANT AGREEMENT" has the meaning set forth in the recitals.

     "WARRANT SHARES" has the meaning specified in the Warrant.

2. [Reserved].

3. Piggyback Registration.

     (a)  Whenever  the Company  proposes  to register  any shares of its Common
Stock under the  Securities Act (other than a  registration  effected  solely to
implement  an employee  benefit plan or a  transaction  to which Rule 145 of the
Securities  Act is applicable,  or a Registration  Statement on Form S-4, S-8 or
any successor  form thereto or another form not available  for  registering  the
Registrable  Securities for sale to the public),  whether for its own account or
for the  account  of one or more  stockholders  of the  Company  and the form of
Registration  Statement  to  be  used  may  be  used  for  any  registration  of
Registrable  Securities  (a  "PIGGYBACK  REGISTRATION"),  the Company shall give

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prompt written notice to the holders of Registrable  Securities of its intention
to effect such a  registration  and,  subject to SECTION 3(B) and SECTION  3(C),
shall include in such  registration  all Registrable  Securities with respect to
which the Company has received  written  requests for inclusion from the holders
of Registrable Securities within twenty (20) days after the Company's notice has
been given to each such holder.  The Company may postpone or withdraw the filing
or the  effectiveness  of a  Piggyback  Registration  at any  time  in its  sole
discretion.

     (b) If a Piggyback  Registration  is  initiated  as a primary  underwritten
offering  on behalf of the  Company  and the  managing  underwriter  advises the
Company and the holders of Registrable Securities (if any holders of Registrable
Securities  have elected to include  Registrable  Securities  in such  Piggyback
Registration)  in  writing  that in its  opinion  the number of shares of Common
Stock proposed to be included in such  registration,  including all  Registrable
Securities  and all other shares of Common Stock proposed to be included in such
underwritten offering, exceeds the number of shares of Common Stock which can be
sold in such offering  and/or that the number of shares of Common Stock proposed
to be included in any such  registration  would  adversely  affect the price per
share of the Common Stock to be sold in such offering, the Company shall include
in such  registration  (i) first,  the number of shares of Common Stock that the
Company  proposes to sell;  (ii)  second,  the number of shares of Common  Stock
requested to be included therein by holders of Registrable Securities, allocated
pro rata  among  all such  holders  on the basis of the  number  of  Registrable
Securities  owned by each such  holder or in such  manner as they may  otherwise
agree;  and (iii) third,  the number of shares of Common  Stock  requested to be
included  therein by holders of Common Stock (other than holders of  Registrable
Securities), allocated among such holders in such manner as they may agree.

     (c) If a Piggyback Registration is initiated as an underwritten offering on
behalf of a holder of Common Stock other than  Registrable  Securities,  and the
managing  underwriter  advises  the  Company in writing  that in its opinion the
number of shares of Common Stock  proposed to be included in such  registration,
including  all  Registrable  Securities  and all other  shares  of Common  Stock
proposed  to be included in such  underwritten  offering,  exceeds the number of
shares of Common Stock which can be sold in such offering and/or that the number
of shares of Common Stock proposed to be included in any such registration would
adversely  affect  the price per  share of the  Common  Stock to be sold in such
offering,  the Company shall include in such  registration (i) first, the number
of shares of Common  Stock  requested  to be included  therein by the  holder(s)
requesting  such  registration  and by the  holders of  Registrable  Securities,
allocated  pro rata among  such  holders on the basis of the number of shares of
Common  Stock  (on a fully  diluted,  as  converted  basis)  and the  number  of
Registrable  Securities,  as  applicable,  owned by all such  holders or in such
manner as they may  otherwise  agree;  and (ii) second,  the number of shares of
Common Stock requested to be included  therein by other holders of Common Stock,
allocated among such holders in such manner as they may agree.

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     (d) If any Piggyback  Registration  is initiated as a primary  underwritten
offering on behalf of the  Company,  the  Company  shall  select the  investment
banking  firm or firms to act as the managing  underwriter  or  underwriters  in
connection with such offering.

4. [Reserved].

5.  Registration  Procedures.   If  and  whenever  the  holders  of  Registrable
Securities request that any Registrable Securities be registered pursuant to the
provisions of this  Agreement,  the Company shall use its best efforts to effect
the registration and the sale of such Registrable  Securities in accordance with
the intended  method of disposition  thereof,  and pursuant  thereto the Company
shall as soon as  practicable:

     (a) prepare and file with the  Commission  a  Registration  Statement  with
respect to such  Registrable  Securities  and use its best efforts to cause such
Registration Statement to become effective;

     (b) prepare and file with the Commission  such  amendments,  post-effective
amendments  and  supplements to such  Registration  Statement and the Prospectus
used in  connection  therewith  as may be  necessary  to keep such  Registration
Statement effective for a period of not less than one hundred twenty (120) days,
or if earlier,  until all of such  Registrable  Securities have been disposed of
and to comply with the  provisions  of the  Securities  Act with  respect to the
disposition  of such  Registrable  Securities  in  accordance  with the intended
methods of disposition set forth in such Registration Statement;

     (c) within a reasonable  time before  filing such  Registration  Statement,
Prospectus or amendments or supplements thereto, furnish to one counsel selected
by holders of a majority of such Registrable Securities copies of such documents
proposed to be filed,  which documents  shall be subject to the review,  comment
and  approval of such  counsel;

     (d) notify each selling  holder of Registrable  Securities,  promptly after
the  Company  receives  notice  thereof,  of the  time  when  such  Registration
Statement has been declared  effective or a supplement to any Prospectus forming
a part of such Registration Statement has been filed;

     (e) furnish to each selling holder of Registrable Securities such number of
copies of the Prospectus included in such Registration Statement (including each
preliminary  Prospectus) and any supplement  thereto (in each case including all
exhibits  and  documents  incorporated  by  reference  therein)  and such  other
documents as such seller may request in order to facilitate  the  disposition of
the Registrable Securities owned by such seller;

     (f) use its best efforts to register or qualify such Registrable Securities
under such other  securities  or "blue  sky" laws of such  jurisdictions  as any
selling  holder  requests  and do any and all other acts and things which may be
necessary or advisable to enable such holders to consummate  the  disposition in
such  jurisdictions  of  the  Registrable  Securities  owned  by  such  holders;
provided,  that the Company  shall not be required  to qualify  generally  to do

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business,  subject itself to general  taxation or consent to general  service of
process in any  jurisdiction  where it would not  otherwise be required to do so
but for this SECTION 5(F);

     (g) notify each selling holder of such Registrable Securities,  at any time
when a  Prospectus  relating  thereto  is  required  to be  delivered  under the
Securities  Act,  of the  happening  of any  event  as a  result  of  which  the
Prospectus included in such Registration  Statement contains an untrue statement
of a material fact or omits any fact  necessary to make the  statements  therein
not  misleading,  and, at the  request of any such  holder,  the  Company  shall
prepare a supplement  or amendment to such  Prospectus  so that,  as  thereafter
delivered to the  purchasers of such  Registrable  Securities,  such  Prospectus
shall not contain an untrue  statement  of a material  fact or omit to state any
fact necessary to make the statements therein not misleading;

     (h) make  available  for  inspection by any selling  holder of  Registrable
Securities,  any underwriter  participating in any disposition  pursuant to such
Registration  Statement and any attorney,  accountant or other agent retained by
any such holder or underwriter (collectively,  the "INSPECTORS"),  all financial
and other records,  pertinent  corporate documents and properties of the Company
(collectively,  the "RECORDS"), and cause the Company's officers,  directors and
employees  to  supply  all  information  requested  by  any  such  Inspector  in
connection with such Registration Statement;

     (i) provide a transfer  agent and registrar  (which may be the same entity)
for all such  Registrable  Securities  not later than the effective date of such
registration;

     (j) use its best efforts to cause such Registrable  Securities to be listed
on each securities  exchange on which the Common Stock is then listed or, if the
Common Stock is not then listed, on a national  securities  exchange selected by
the holders of a majority of such Registrable Securities;

     (k) in connection with an underwritten offering,  enter into such customary
agreements (including underwriting and lock-up agreements in customary form) and
take all  such  other  customary  actions  as the  holders  of such  Registrable
Securities or the managing  underwriter of such offering  reasonably  request in
order to expedite or facilitate the disposition of such  Registrable  Securities
(including,  without  limitation,  making  appropriate  officers  of the Company
available to participate in "road show" and other customary marketing activities
(including  one-on-one  meetings with prospective  purchasers of the Registrable
Securities);

     (l) otherwise use its best efforts to comply with all applicable  rules and
regulations of the Commission and make available to its stockholders an earnings
statement  (in a form that  satisfies  the  provisions  of Section  11(a) of the
Securities Act and Rule 158 thereunder) no later than thirty (30) days after the
end of the 12-month  period  beginning with the first day of the Company's first
full fiscal  quarter after the effective  date of such  Registration  Statement,
which earnings statement shall cover said 12-month period, and which requirement
will be deemed to be satisfied if the Company timely files complete and accurate

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information  on Forms 10-Q,  10-K and 8-K under the Exchange  Act and  otherwise
complies with Rule 158 under the Securities Act; and

     (m)  furnish to each  selling  holder of  Registrable  Securities  and each
underwriter,  if any, with (i) a legal opinion of the Company's outside counsel,
dated  the  effective  date  of  such  Registration   Statement  (and,  if  such
registration  includes an underwritten  public  offering,  dated the date of the
closing  under  the  underwriting  agreement),  in  form  and  substance  as  is
customarily  given in  opinions  of the  Company's  counsel to  underwriters  in
underwritten  public  offerings;  and  (ii) a  "comfort"  letter  signed  by the
Company's  independent  certified public accountants in form and substance as is
customarily given in accountants' letters to underwriters in underwritten public
offerings;

     (n) without limiting SECTION 5(F) above, use its best efforts to cause such
Registrable  Securities  to  be  registered  with  or  approved  by  such  other
governmental  agencies  or  authorities  as may be  necessary  by  virtue of the
business and operations of the Company to enable the holders of such Registrable
Securities to  consummate  the  disposition  of such  Registrable  Securities in
accordance with their intended method of distribution thereof;

     (o) notify the holders of Registrable Securities promptly of any request by
the Commission for the amending or supplementing of such Registration  Statement
or Prospectus or for additional information;

     (p) advise the holders of Registrable  Securities,  promptly after it shall
receive notice or obtain knowledge thereof, of the issuance of any stop order by
the Commission  suspending the effectiveness of such  Registration  Statement or
the  initiation or  threatening  of any proceeding for such purpose and promptly
use its best  efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued;

     (q) permit any holder of Registrable  Securities which holder,  in its sole
and exclusive  judgment,  might be deemed to be an  underwriter or a controlling
person of the Company,  to participate in the  preparation of such  Registration
Statement  and to require the  insertion  therein of language,  furnished to the
Company in  writing,  which in the  reasonable  judgment  of such holder and its
counsel  should be included;  and

     (r)  otherwise  use its best  efforts to take all other steps  necessary to
effect the registration of such Registrable Securities contemplated hereby.

6. Expenses.  All expenses (other than Selling Expenses) incurred by the Company
in complying with its  obligations  pursuant to this Agreement and in connection
with the  registration  and  disposition of Registrable  Securities,  including,
without  limitation,  all  registration and filing fees,  underwriting  expenses
(other than fees, commissions or discounts),  expenses of any audits incident to
or required  by any such  registration,  fees and  expenses  of  complying  with
securities  and "blue sky" laws,  printing  expenses,  fees and  expenses of the
Company's  counsel and  accountants and fees and expenses of one counsel for the
holders of Registrable Securities  participating in such registration as a group

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(selected by the holders of a majority of the Registrable Securities included in
the registration),  shall be paid by the Company.  All Selling Expenses relating
to Registrable  Securities  registered pursuant to this Agreement shall be borne
and paid by the holders of such  Registrable  Securities,  in  proportion to the
number of Registrable Securities registered for each such holder.

7. Indemnification.

     (a) The Company shall  indemnify and hold  harmless,  to the fullest extent
permitted by law, each holder of Registrable Securities, such holder's officers,
directors,  managers,  members,  partners,  stockholders  and  Affiliates,  each
underwriter,  broker or any  other  Person  acting  on behalf of such  holder of
Registrable  Securities  and each other Person,  if any, who controls any of the
foregoing  Persons  within the  meaning of Section 15 of the  Securities  Act or
Section 20 of the Exchange Act, against all losses,  claims,  actions,  damages,
liabilities  and  expenses,  joint or  several,  to which  any of the  foregoing
Persons may become  subject under the  Securities  Act or otherwise,  insofar as
such losses, claims, actions,  damages,  liabilities or expenses arise out of or
are based  upon any  untrue or  alleged  untrue  statement  of a  material  fact
contained in any Registration  Statement,  Prospectus,  preliminary  Prospectus,
free writing prospectus (as defined in Rule 405 promulgated under the Securities
Act) or any amendment  thereof or supplement  thereto or any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the statements therein not misleading,  or any violation or alleged violation by
the  Company  of the  Securities  Act or any  other  similar  federal  or  state
securities laws or any rule or regulation  promulgated  thereunder applicable to
the  Company  and  relating  to action or  inaction  required  of the Company in
connection with any such  registration,  qualification or compliance;  and shall
reimburse  such Persons for any legal or other expenses  reasonably  incurred by
any of them in connection with  investigating or defending any such loss, claim,
action,  damage  or  liability,  except  insofar  as the same are  caused  by or
contained in any information  furnished in writing to the Company by such holder
expressly for use therein or by such  holder's  failure to deliver a copy of the
Registration Statement, Prospectus,  free-writing prospectus (as defined in Rule
405  promulgated  under the  Securities  Act) or any  amendments or  supplements
thereto (if the same was required by applicable  law to be so  delivered)  after
the Company has furnished such holder with a sufficient  number of copies of the
same prior to any written confirmation of the sale of Registrable Securities.

     (b) In connection  with any  registration  in which a holder of Registrable
Securities  is  participating,  each such holder shall furnish to the Company in
writing such information and affidavits as the Company  reasonably  requests for
use in connection with any such Registration Statement or Prospectus and, to the
extent  permitted by law, shall indemnify and hold harmless,  the Company,  each
director  of the  Company,  each  officer  of the  Company  who shall  sign such
Registration  Statement,  each  underwriter,  broker or other  Person  acting on
behalf of the holders of Registrable Securities and each Person who controls any
of the foregoing  Persons within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any losses, claims, actions,  damages,
liabilities or expenses resulting from any untrue or alleged untrue statement of

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material fact contained in the Registration Statement,  Prospectus,  preliminary
Prospectus,  free writing  prospectus (as defined in Rule 405 promulgated  under
the  Securities  Act) or any  amendment  thereof  or  supplement  thereto or any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading,  but only to the extent
that such untrue  statement  or  omission is  contained  in any  information  or
affidavit so furnished in writing by such holder;  provided, that the obligation
to indemnify shall be several,  not joint and several, for each holder and shall
be  limited  to the  net  proceeds  (after  underwriting  fees,  commissions  or
discounts)  actually  received  by such  holder  from  the  sale of  Registrable
Securities pursuant to such Registration Statement.

     (c)  Promptly  after  receipt  by an  indemnified  party of  notice  of the
commencement of any action involving a claim referred to in this Section 7, such
indemnified  party  shall,  if a claim in  respect  thereof  is made  against an
indemnifying  party,  give written notice to the latter of the  commencement  of
such  action.  The failure of any  indemnified  party to notify an  indemnifying
party of any such action shall not (unless  such  failure  shall have a material
adverse effect on the indemnifying  party) relieve the  indemnifying  party from
any  liability  in respect of such action  that it may have to such  indemnified
party  hereunder.  In case any such  action is brought  against  an  indemnified
party, the indemnifying  party shall be entitled to participate in and to assume
the defense of the claims in any such  action  that are  subject or  potentially
subject to indemnification hereunder,  jointly with any other indemnifying party
similarly  notified  to the extent  that it may wish,  with  counsel  reasonably
satisfactory  to such  indemnified  party,  and after  written  notice  from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party shall not be responsible for any legal
or other expenses  subsequently  incurred by the indemnified party in connection
with the defense thereof; provided, that if (i) any indemnified party shall have
reasonably  concluded that there may be one or more legal or equitable  defenses
available to such  indemnified  party which are  additional  to or conflict with
those  available to the  indemnifying  party,  or that such claim or  litigation
involves or could have an effect upon matters  beyond the scope of the indemnity
provided hereunder,  or (ii) such action seeks an injunction or equitable relief
against any indemnified  party or involves actual or alleged criminal  activity,
the  indemnifying  party  shall not have the right to assume the defense of such
action on behalf of such  indemnified  party  without such  indemnified  party's
prior  written  consent  (but,  without  such  consent,  shall have the right to
participate  therein  with  counsel of its choice) and such  indemnifying  party
shall  reimburse  such  indemnified  party  and  any  Person   controlling  such
indemnified  party for that  portion  of the fees and  expenses  of any  counsel
retained by the  indemnified  party which is  reasonably  related to the matters
covered by the indemnity  provided  hereunder.  If the indemnifying party is not
entitled  to, or elects not to,  assume the defense of a claim,  it shall not be
obligated  to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable  judgment of any  indemnified  party a conflict of interest may exist
between such indemnified  party and any other of such  indemnified  parties with
respect to such claim.  In such instance,  the conflicting  indemnified  parties
shall have a right to retain one  separate  counsel,  chosen by the holders of a
majority of the  Registrable  Securities  included in the  registration,  at the
expense of the indemnifying party.

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     (d) If the  indemnification  provided  for  hereunder is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss,  claim,  damage,  liability  or action  referred  to herein,  then the
indemnifying  party, in lieu of indemnifying  such indemnified  party hereunder,
shall contribute to the amounts paid or payable by such  indemnified  party as a
result of such loss, claim, damage, liability or action in such proportion as is
appropriate to reflect the relative fault of the  indemnifying  party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions which resulted in such loss, claim, damage,  liability or action as
well as any other relevant equitable considerations;  provided, that the maximum
amount of liability  in respect of such  contribution  shall be limited,  in the
case of each holder of  Registrable  Securities,  to an amount  equal to the net
proceeds (after  underwriting fees,  commissions or discounts) actually received
by such seller from the sale of Registrable Securities effected pursuant to such
registration.   The  relative  fault  of  the  indemnifying  party  and  of  the
indemnified  party 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 indemnifying  party or by the indemnified party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  The parties agree that it would not be just
and  equitable  if  contribution  pursuant  hereto were  determined  by pro rata
allocation or by any other method or  allocation  which does not take account of
the equitable  considerations  referred to herein. No Person guilty or liable of
fraudulent misrepresentation shall be entitled to contribution from any Person.

8. Participation in Underwritten Registrations. No Person may participate in any
registration  hereunder which is  underwritten  unless such Person (a) agrees to
sell  such  Person's  securities  on the  basis  provided  in  any  underwriting
arrangements  approved by the Person or 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;  provided, that no holder of
Registrable  Securities  included  in any  underwritten  registration  shall  be
required  to make  any  representations  or  warranties  to the  Company  or the
underwriters (other than  representations and warranties  regarding such holder,
such holder's ownership of its shares of Common Stock to be sold in the offering
and  such  holder's  intended  method  of  distribution)  or  to  undertake  any
indemnification  obligations  to the Company or the  underwriters  with  respect
thereto, except as otherwise provided in SECTION 7.

9.  Rule 144  Compliance.  With a view to making  available  to the  holders  of
Registrable Securities the benefits of Rule 144 under the Securities Act and any
other rule or regulation of the Commission  that may at any time permit a holder
to sell securities of the Company to the public without registration or pursuant
to a registration on Form S-3 (or any successor form), the Company shall:

     (a)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Securities  Act, at all times after
the Registration Date;

                                       10
<PAGE>
     (b) use best  efforts to file with the  Commission  in a timely  manner all
reports and other documents required of the Company under the Securities Act and
the  Exchange  Act,  at any time after the  Company  has become  subject to such
reporting requirements; and

     (c)  furnish  to  any  holder  so  long  as  the  holder  owns  Registrable
Securities,  promptly upon request, a written statement by the Company as to its
compliance with the reporting  requirements of Rule 144 under the Securities Act
and of the Securities Act and the Exchange Act, a copy of the most recent annual
or quarterly  report of the  Company,  and such other  reports and  documents so
filed or furnished by the Company as such holder may request in connection  with
the sale of Registrable Securities without registration.

10.  Preservation  of Rights.  The Company shall not (a) grant any  registration
rights to third parties which are more favorable than or  inconsistent  with the
rights granted hereunder,  or (b) enter into any agreement,  take any action, or
permit any change to occur,  with  respect to its  securities  that  violates or
subordinates  the  rights  expressly  granted  to  the  holders  of  Registrable
Securities in this Agreement.

11.  Termination.  This Agreement  shall terminate and be of no further force or
effect when there  shall no longer be any  Registrable  Securities  outstanding;
provided,  that the provisions of SECTION 6 and SECTION 7 shall survive any such
termination.

12. Notices. All notices, requests, consents, claims, demands, waivers and other
communications  hereunder  shall be in writing  and shall be deemed to have been
given (a) when  delivered by hand (with written  confirmation  of receipt);  (b)
when  received by the  addressee  if sent by a nationally  recognized  overnight
courier  (receipt  requested);  (c) on the date sent by facsimile or e-mail of a
PDF document (with  confirmation of transmission) if sent during normal business
hours  of the  recipient,  and on the next  business  day if sent  after  normal
business  hours of the  recipient or (d) on the third day after the date mailed,
by certified or registered mail, return receipt requested, postage prepaid. Such
communications must be sent to the respective parties at the addresses indicated
below (or at such other  address for a party as shall be  specified  in a notice
given in accordance with this SECTION 12).

If to the Company:   Baron Energy, Inc.
                     300 S. CM Allen Pkwy, Suite 400
                     San Marcos, Texas 78666
                     Facsimile: (512) 392-7238
                     E-mail:
                     Attention: Lisa P. Hamilton, Chief Financial Officer

If to any  Investor,  to such  Investor's  address  as set forth on  Schedule  A
hereto.

13. Entire Agreement.  This Agreement,  together with the Purchase Agreement and
any related  exhibits and  schedules  thereto,  constitutes  the sole and entire
agreement of the parties to this  Agreement  with respect to the subject  matter
contained herein,  and supersedes all prior and  contemporaneous  understandings

                                       11
<PAGE>
and  agreements,  both written and oral,  with  respect to such subject  matter.
Notwithstanding  the foregoing,  in the event of any conflict  between the terms
and provisions of this Agreement and those of the Purchase Agreement,  the terms
and conditions of this Agreement shall control.

14. Successor and Assigns.  This Agreement shall be binding upon and shall inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
permitted  assigns.  Each  Investor  may  assign  its  rights  hereunder  to any
purchaser or transferee of Registrable Securities; provided, that such purchaser
or transferee shall, as a condition to the effectiveness of such assignment,  be
required to execute a counterpart to this Agreement agreeing to be treated as an
Investor  whereupon such purchaser or transferee shall have the benefits of, and
shall be subject to the  restrictions  contained  in, this  Agreement as if such
purchaser or transferee was originally included in the definition of an Investor
herein and had originally been a party hereto.

15. No Third-Party Beneficiaries.  This Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person
any legal or equitable right, benefit or remedy of any nature whatsoever,  under
or by reason of this Agreement.

16.  Headings.  The headings in this  Agreement are for reference only and shall
not affect the interpretation of this Agreement.

17.  Amendment,  Modification  and Waiver.  The provisions of this Agreement may
only be  amended,  modified,  supplemented,  or waived  with the  prior  written
consent  of the  Company  and  the  holders  of a  majority  of the  Registrable
Securities. No waiver by any party or parties shall operate or be construed as a
waiver in respect of any failure,  breach or default not expressly identified by
such written waiver,  whether of a similar or different  character,  and whether
occurring  before or after that waiver.  Except as  otherwise  set forth in this
Agreement,  no failure to exercise,  or delay in exercising,  any right, remedy,
power or privilege  arising from this Agreement shall operate or be construed as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege  hereunder  preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.

18.  Severability.  If any  term or  provision  of this  Agreement  is  invalid,
illegal,  or unenforceable in any jurisdiction,  such invalidity,  illegality or
unenforceability  shall not affect any other term or provision of this Agreement
or  invalidate  or  render  unenforceable  such term or  provision  in any other
jurisdiction.  Upon  such  determination  that any term or  other  provision  is
invalid,  illegal or  unenforceable,  the parties hereto shall negotiate in good
faith to modify  this  Agreement  so as to  effect  the  original  intent of the
parties as closely as possible in a mutually acceptable manner in order that the
transactions  contemplated  hereby be consummated as originally  contemplated to
the greatest extent possible.

19.  Remedies.  Each  holder of  Registrable  Securities,  in  addition to being
entitled to exercise all rights granted by law,  including  recovery of damages,

                                       12
<PAGE>
shall be entitled to specific  performance  of its rights under this  Agreement.
The  Company   acknowledges   that  monetary   damages  would  not  be  adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this  Agreement  and the  Company  hereby  agrees to waive the defense in any
action for  specific  performance  that a remedy at law would be  adequate.

20. Governing Law; Submission to Jurisdiction.  This Agreement shall be governed
by and  construed in  accordance  with the  internal  laws of the State of Texas
without  giving  effect  to any  choice or  conflict  of law  provision  or rule
(whether  of the State of Texas or any  other  jurisdiction).  Any  legal  suit,
action  or  proceeding  arising  out of or  based  upon  this  Agreement  or the
transactions  contemplated hereby may be instituted in the federal courts of the
United  States or the  courts of the State of Texas in each case  located in the
city of Dallas,  Texas and County of Dallas, and each party irrevocably  submits
to the  exclusive  jurisdiction  of such  courts  in any such  suit,  action  or
proceeding.  Service of process,  summons,  notice, or other document by mail to
such party's address set forth herein shall be effective  service of process for
any suit,  action or other  proceeding  brought in any such  court.  The parties
irrevocably  and  unconditionally  waive any objection to the laying of venue of
any suit,  action or any  proceeding  in such courts and  irrevocably  waive and
agree  not to plead or claim in any such  court  that any such  suit,  action or
proceeding brought in any such court has been brought in an inconvenient forum.

21.  Waiver  of  Jury  Trial.  Each  party  acknowledges  and  agrees  that  any
controversy   which  may  arise  under  this  Agreement  is  likely  to  involve
complicated and difficult issues and, therefore, each such party irrevocably and
unconditionally  waives  any right it may have to a trial by jury in  respect of
any  legal  action  arising  out  of  or  relating  to  this  Agreement  or  the
transactions  contemplated  hereby.  Each party to this Agreement  certifies and
acknowledges  that (a) no  representative  of any other  party has  represented,
expressly  or  otherwise,  that such other  party  would not seek to enforce the
foregoing  waiver in the event of a legal action,  (b) such party has considered
the implications of this waiver,  (c) such party makes this waiver  voluntarily,
and (d) such party has been induced to enter into this Agreement by, among other
things,   the  mutual  waivers  and  certifications  in  this  SECTION  21.

22. Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one
and the same agreement.  A signed copy of this Agreement delivered by facsimile,
e-mail or other  means of  electronic  transmission  shall be deemed to have the
same legal effect as delivery of an original signed copy of this Agreement.

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


                            [SIGNATURE PAGES FOLLOW]

                                       13
<PAGE>
                          BARON ENERGY, INC.

                          By:
                                --------------------------------------------
                          Name:
                                --------------------------------------------
                          Title:
                                --------------------------------------------


                                       14
<PAGE>
                          PETRO CAPITAL ENERGY CREDIT, LLC,
                          AS ADMINISTRATIVE AGENT

                          By:  PCEC Management, LLC, its Managing Member

                          By:
                                --------------------------------------------
                          Name:
                                --------------------------------------------
                          Title:
                                --------------------------------------------

                          PETRO CAPITAL ENERGY CREDIT, LLC

                          By:  PCEC Management, LLC, its Managing Member

                          By:
                                --------------------------------------------
                          Name:
                                --------------------------------------------
                          Title:
                                --------------------------------------------

                                       15
<PAGE>
                                    EXHIBIT A
                                       TO
                          REGISTRATION RIGHTS AGREEMENT

                                    INVESTORS

Petro Capital Energy Credit, LLC
3710 Rawlins Street, Suite 1000
Dallas, Texas  75219
Facsimile: (214) 661-7760
E-mail:
Attention: Rosser Newton


Petro Capital Energy Credit, LLC,
as Administrative Agent
3710 Rawlins Street, Suite 1000
Dallas, Texas  75219
Facsimile: (214) 661-7760
E-mail:
Attention: Rosser Newton

                                       16