Exhibit 4.2


  


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT, dated September 18, 2014 (this “Agreement”), is entered into by and among Ultra Petroleum Corp.,
a Yukon, Canada corporation (the “Company”), and the several Purchasers listed in Schedule I to the Purchase
Agreement (defined below) (collectively, the “Initial Purchasers”) for whom Goldman, Sachs & Co. is acting
as representative (the “Representative”).


 


The Company and the
Initial Purchasers are parties to the Purchase Agreement, dated September 4, 2014 (the “Purchase Agreement”),
by and among the Company and the Initial Purchasers, which provides for the sale by the Company to the Initial Purchasers of $850,000,000
aggregate principal amount of the Company’s 6.125% Senior Notes due 2024 (the “Securities”). As an inducement
to the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and
their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


In consideration of
the foregoing, the parties hereto agree as follows:


 


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


 


“Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the Company’s successors.


 


“DTC”
shall mean the Depository Trust Company.


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

  


“Exchange
Securities” shall mean the Company’s 6.125% Senior Notes due 2024 and, to the extent the Securities are guaranteed
by any of the Company’s subsidiaries under the Indenture, the guarantees of such subsidiaries in respect of such 6.125% Senior
Notes due 2024, containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions
on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders
of Securities in exchange for Securities pursuant to the Exchange Offer.


 


“Free Writing
Prospectus” shall mean each free writing prospectus (as defined in Rule 405 under the Securities Act).


 


“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and
direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.


 


“Indenture”
shall mean the Indenture, dated as of September 18, 2014, by and among the Company and U.S. Bank National Association, as trustee,
pursuant to which the Securities and the Exchange Securities are to be issued, as such Indenture is amended or supplemented from
time to time in accordance with the terms thereof.


 


“Initial Purchasers”
shall have the meaning set forth in the preamble.


 


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


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities;
provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder,
any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining
whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if
the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable,
the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this
Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders
of a specified percentage of Registrable Securities has been obtained.


 


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


 


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


 


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


 


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


 




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“Purchase
Agreement” shall have the meaning set forth in the recital.


 


“Questionnaire”
shall mean a selling security holder questionnaire distributed by the Company to a Holder upon receipt of a Shelf Request by the
Holder, which may include an indemnification by such Holder in accordance with Section 5(b).


 


“Registrable
Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities on the earliest
of (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities
have been exchanged or disposed of pursuant to such Registration Statement, (ii) if an Exchange Offer is completed, on or after
the Exchange Date with respect to the Holders that are eligible to participate in the Exchange Offer but fail to tender such Securities
in the Exchange Offer or (iii) when such Securities cease to be outstanding.


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities
or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing
and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements,
securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with
this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, including the Trust Indenture Act, (vi) the fees and disbursements of the Trustee and its counsel,
(vii) the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration Statement, the fees and disbursements
of one counsel for the Participating Holders (which counsel shall be selected by a majority in principal amount of Registrable
Securities held by the Participating Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees
and disbursements of the independent public accountants and independent petroleum engineers of the Company, including the expenses
of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement,
but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or
the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale
or disposition of Registrable Securities by a Holder.


 


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


 




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“Representative”
shall have the meaning set forth in the preamble.


 


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


 


“Securities”
shall have the meaning set forth in the recital.


 


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


 


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


 


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


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Company that covers all or a portion of the
Registrable Securities (but no other securities unless approved by the Holders of a majority of the Registrable Securities to be
covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated
by reference therein.


 


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


 


“Staff”
shall mean the staff of the SEC.


 


“Target Registration
Date” shall have the meaning set forth in Section 2(a) hereof.


 


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


 


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


 


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


 


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


 


2.          Registration
Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff,
the Company shall (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all
the Registrable Securities for Exchange Securities, (ii) use its reasonable best efforts to cause such Exchange Offer Registration
Statement to become effective under the Securities Act by September 18, 2015 (the “Target Registration Date”)
and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more
Participating Broker-Dealers. The Company shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement
is declared effective by the SEC and use its reasonable best efforts to complete the Exchange Offer not later than 60 days after
such effective date.


 




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The Company shall commence
the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each
Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:


 


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



 


		(ii)	the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from
the date such notice is mailed) (the “Exchange Dates”);



 


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



 


		(iv)	that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer
will be required to (x) in the case of a Holder electing to exchange a Registrable Security in global form, to comply with the
applicable procedures of DTC for book-entry tenders, and, (y) in the case of a Holder electing to exchange a Registrable Security
in certificated form, to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution
and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior
to the close of business on the last Exchange Date; and



 


		(v)	that any Holder will be entitled to withdraw its election, not later than the close of business
on the last Exchange Date, by (x) in the case of a Holder withdrawing its election to exchange a Registrable Security in global
form, complying with the applicable procedures of DTC for withdrawal of tenders, and, (y) in the case of a Holder withdrawing its
election to exchange a Registrable Security in certificated form, sending to the institution and at the address (located in the
Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such
Holder is withdrawing its election to have such Registrable Securities exchanged.



 


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


 




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As soon as practicable
after the last Exchange Date, the Company shall:


 


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



 


		(ii)	deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or
portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver
to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered
by such Holder.



 


The Company shall use
its reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements
of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange
Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable
interpretations of the Staff.


 


(b)          In
the event that (i) the Company determines that the Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable
interpretations of the Staff, (ii) the Exchange Offer is not for any other reason completed by the Target Registration Date, or
(iii) upon receipt of a request by any Holder of Registrable Securities that (A) is prohibited by applicable law or SEC policy
from participating in the Exchange Offer or (B) may not resell the Exchange Securities acquired by it in the Exchange Offer to
the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (iv) any Initial Purchaser shall so request (a “Shelf Request”)
in connection with any offer or sale of Registrable Securities that are ineligible to be exchanged in the Exchange Offer, the Company
shall use its reasonable best efforts to cause to be filed as soon as practicable after such determination, date or Shelf Request,
as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof
and to have such Shelf Registration Statement become effective under the Securities Act; provided that no Holder will be entitled
to have any Registrable Securities included in any Shelf Registration Statement, or be entitled to use the prospectus forming a
part of such Shelf Registration Statement, until such Holder shall have delivered a completed and signed Questionnaire and provided
such other information regarding such Holder to the Company as is contemplated by Section 3(b) hereof.


 




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In the event that the
Company is required to file a Shelf Registration Statement pursuant to clause (iv) of the preceding sentence, the Company shall
use its reasonable best efforts to file and have become effective under the Securities Act both an Exchange Offer Registration
Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be
a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable
Securities held by the Initial Purchasers after completion of the Exchange Offer.


 


The Company agrees
to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective for one year or such shorter
period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement (the “Shelf Effectiveness Period”). The Company further agrees to supplement
or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable
to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules
and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect
to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective
under the Securities Act, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as practicable
thereafter. The Company agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly
after its being used or filed with the SEC.


 


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


 


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


 


In the event that (i)
either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii)
hereof, does not become effective on or prior to the Target Registration Date, or (ii) the Company receives a Shelf Request pursuant
to Section 2(b)(iii) or 2(b)(iv) hereof, and the Shelf Registration Statement required to be filed thereby does not become effective
by the later of (x) the Target Registration Date or (y) 90 days after the delivery of such Shelf Request (such later date, the
“Shelf Additional Interest Date”), then the interest rate on the Registrable Securities will be increased by
(A) 0.25% per annum for the first 90-day period immediately following the Target Registration Date or the Shelf Additional Interest
Date, as applicable, and (B) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the
Exchange Offer is completed or the Shelf Registration Statement, if required hereby, has become effective under the Securities
Act or is no longer required to be effective, up to a maximum of 1.00% per annum of additional interest.


 




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If the Shelf Registration
Statement, if required hereby, has become effective under the Securities Act and thereafter either ceases to be effective or the
Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain
effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on
the Registrable Securities will be increased by (i) 0.25% per annum commencing on the 31st day in such 12-month period and (ii)
an additional 0.25% per annum with respect to each subsequent 90-day period (whether or not consecutive) and ending on such date
that the Shelf Registration Statement has again become effective under the Securities Act or the Prospectus again becomes usable,
up to a maximum of 1.00% per annum of additional interest.


 


(e)          Any
additional interest paid in accordance with this Section 2 shall be liquidated damages and shall be the sole and exclusive remedy
available to Holders due to a failure by the Company to comply with its obligations under Section 2(a) and Section 2(b).


 


3.           Registration
Procedures. (a) In connection with any registration pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as
expeditiously as possible:


 


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



 


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



 


		(iii)	in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel
for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as
such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable
Securities thereunder; and the Company consents to the use of such Prospectus, preliminary prospectus and any amendment or supplement
thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection
with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary
prospectus or any amendment or supplement thereto in accordance with applicable law;



 




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		(iv)	use its reasonable best efforts to register or qualify the Registrable Securities under all applicable
state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement
shall reasonably request in writing by the time the applicable Registration Statement becomes effective; cooperate with such Holders
in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; and do any and all other
acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction
of the Registrable Securities owned by such Holder; provided that the Company shall not be required to (1) qualify as a foreign
corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so
qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such
jurisdiction if it is not so subject;



 


		(v)	in the case of a Shelf Registration, notify each Participating Holder and counsel for such Participating
Holders promptly and, if requested by any such Participating Holder or counsel, confirm such advice in writing (1) when a Registration
Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment
or supplement to the Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments
and supplements to a Registration Statement or Prospectus or for additional information after the Registration Statement has become
effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice
of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)
under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any
sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities
cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension
of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose,
(5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such
Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not misleading and (6) of any determination by the
Company that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate;



 




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		(vi)	use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness
of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule
401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment
and provide immediate notice to each Holder of the withdrawal of any such order or such resolution;



 


		(vii)	in the case of a Shelf Registration, furnish to each Participating Holder, without charge, at least
one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated
therein by reference or exhibits thereto, unless requested);



 


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



 


		(ix)	in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5)
hereof, use its reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf
Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document
so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities,
such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; and the Company shall notify
the Participating Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and
such Holders hereby agree to suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct
such misstatement or omission;



 




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		(x)	in the case of a Shelf Registration, a reasonable time prior to the filing of any Registration
Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document
that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement,
provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement,
to the Participating Holders and their counsel) and make such of the representatives of the Company as shall be reasonably requested
by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities
or their counsel) available for discussion of such document; and the Company shall not, at any time after the initial filing of
a Registration Statement, use or file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus,
any Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus,
of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Participating Holders
and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Participating Holders or their counsel) shall reasonably object; provided,
that this clause shall not apply to any filing by the Company of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q
or Current Report on Form 8-K with respect to matters unrelated to the Securities and the offering or exchange therefor;



 


		(xi)	obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be,
not later than the initial effective date of a Registration Statement;



 


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



 




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		(xiii)	in the case of a Shelf Registration, make available for inspection by a representative (an “Inspector”)
of the Participating Holders, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any
attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration
and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent
financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors
and employees of the Company to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant
in connection with a Shelf Registration Statement, in each case as is customary for “due diligence” examinations in
the context of underwritten offerings; provided that if any such information is identified by the Company as being confidential
or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality
of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights
and interests of any Inspector, Holder or Underwriter;



 


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



 


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



 




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(b)          In
the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company
a Questionnaire and such additional information regarding such Holder and the proposed disposition by such Holder of such Registrable
Securities as the Company may from time to time reasonably request in writing.


 


(c)          In
the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement
agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(v)(3)
or 3(a)(v)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration
Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix)
hereof and, if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent
file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the
time of receipt of such notice.


 


(d)          If
the Company shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the
Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement
by the number of days during the period from and including the date of the giving of such notice to and including the date when
the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume
such dispositions. The Company may give any such notice only twice during any 365-day period and any such suspensions shall not
exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period.


 


(e)          The
Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will
administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included
in such offering.


 


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


 




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


 


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


 


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


 


5.          Indemnification
and Contribution. (a) The Company will indemnify and hold harmless each of the Holders of Registrable Securities included in
an Exchange Offer Registration Statement and each of the Holders of Registrable Securities included in a Shelf Registration Statement
against any losses, claims, damages or liabilities, joint or several, to which such Holder may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement
or any Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities
Act, or any preliminary, final or summary prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433) contained therein or furnished by the Company to any such Holder, or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse each such Holder for any and all legal or other
expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are
incurred; provided, however, that the Company shall not be liable to any such person in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in such registration statement, or preliminary, final or summary prospectus (including, without limitation,
any “issuer free writing prospectus” as defined in Rule 433), or amendment or supplement thereto, in reliance
upon and in conformity with written information furnished to the Company by such person expressly for use therein.


 




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(b)          The
Company may require, as a condition to including any Registrable Securities in any Shelf Registration Statement filed pursuant
to Section 2(b), that the Company shall have received an undertaking reasonably satisfactory to it from each Holder of Registrable
Securities included in such Shelf Registration Statement, severally and not jointly, to (i) indemnify and hold harmless the
Company and all other Holders of Registrable Securities included in such Shelf Registration Statement, against any losses, claims,
damages or liabilities to which the Company or such other Holders may become subject, under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus
(including, without limitation, any “issuer free writing prospectus” as defined in Rule 433) contained therein
or furnished by the Company to any Holder, or any amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Holder
expressly for use therein, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however,
that no such Holder shall be required to undertake liability to any person under this Section 5(b) for any amounts in excess
of the dollar amount of the proceeds to be received by such Holder from the sale of such Holder’s Registrable Securities
pursuant to such registration.


 


(c)          Promptly
after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification
provisions of or contemplated by this Section 5, notify such indemnifying party in writing of the commencement of such action;
but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified
party otherwise than under the indemnification provisions of or contemplated by Section 5(a) or Section 5(b). In case
any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof,
such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party
shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. In any
such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory
to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available
to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such
proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No indemnifying
party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising
out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf of any indemnified party.


 




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(d)          If
for any reason the indemnification provisions contemplated by Section 5(a) or Section 5(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 5(d) were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to in this Section 5(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages,
or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 5(d), no Holder shall be required to contribute any amount in excess of the amount by which
the dollar amount of the proceeds received by such Holder from the sale of any Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) exceeds the amount of any damages which such Holder has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 5(d) to contribute shall be several
in proportion to the principal amount of Registrable Securities registered by them and not joint.


 




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(e)          The
obligations of the Company under this Section 5 shall be in addition to any liability which the Company may otherwise have
and shall extend, upon the same terms and conditions, to each officer, director and partner of each Holder and each person, if
any, who controls any of the foregoing within the meaning of the Securities Act; and the obligations of the Holders contemplated
by this Section 5 shall be in addition to any liability which the respective Holder may otherwise have and shall extend, upon
the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company
within the meaning of the Securities Act, as well as to each officer and director of the other Holders and to each person, if any,
who controls such other Holders within the meaning of the Securities Act.


 


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


 


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


 


6.           General.


 


(a)          No
Inconsistent Agreements. The Company represents, warrants and agrees that (i) the rights granted to the Holders hereunder do
not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities
issued or guaranteed by the Company under any other agreement and (ii) the Company has not entered into, or on or after the date
of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities
in this Agreement or otherwise conflicts with the provisions hereof.


 


(b)          Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent
of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment,
modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure
from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to
in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall
be by a writing executed by each of the parties hereto.


 




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(c)          Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address
initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Company,
initially at the Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which
is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses
as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions
of this Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged,
if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all
such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.


 


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


 


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


 


(f)          Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


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


 


(h)          Governing
Law. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW
OTHER THAN THE LAWS OF THE STATE OF NEW YORK. 


 




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(i)          Agent
for Service; Submission to Jurisdiction. The Company acknowledges that it has, by separate written agreement, irrevocably designated
and appointed Ultra Resources, Inc., a Wyoming corporation (together with its successors and assigns, the “Agent”)
as its authorized agent for service of process in any suit, action or proceeding arising out of or relating to this Agreement or
brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any federal or state
court located in the State and City of New York. The Company hereby submits to the nonexclusive jurisdiction of any such court
in any such suit, action or proceeding and agrees that service of process upon Agent with written notice thereof to the Company
shall be deemed to be effective service of process upon the Company in such suit, action or proceeding.


 


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


 


[Signature Page Follows.]


  




    	19



    	 



    

 


IN WITNESS WHEREOF,
the undersigned has executed this Agreement as of the date first above written.


 


	 	ULTRA PETROLEUM CORP.
	 	 	 	 
	 	By:	/s/ Garland R. Shaw
	 	 	Name:	Garland R. Shaw
	 	 	Title:	Senior Vice President and Chief Financial Officer


 


[Signature Page to Registration Rights
Agreement]


 




    	 



    	 



    

  


Confirmed and accepted as of the date first
above written:


 


GOLDMAN, SACHS & CO.


Acting on its own behalf and as the Representative
of the several Initial Purchasers


 


GOLDMAN, SACHS & CO.


 


	By:	/s/ Michael Hickey	 
	 	Name: Michael Hickey	 
	 	Title: Managing Director	 


 


[Signature Page to Registration Rights
Agreement]