EX-10.4



 Exhibit 10.4 

REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of
            , 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties listed on the signature
pages hereto (the “Initial Holders” and, together with the Company, the “Parties”). 

WHEREAS, as a condition precedent to certain transactions being completed on the date hereof, the Initial Holders have required, and the
Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement. 

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by each party hereto, the Parties hereby agree as follows: 
  

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


“Affiliate” of any specified Person means any other person which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such
Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Agreement” has the meaning set forth in the preamble. 

“Automatic Shelf Registration Statement” means an “automatic shelf registration statement” as defined under
Rule 405. 
 “Blackout Period” has the meaning set forth in Section 3(o). 

“Board” means the board of directors of the Company. 

“Business Day” means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking
institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. 

“Commission” means the Securities and Exchange Commission or any other federal agency then administering the
Securities Act or Exchange Act. 
 “Common Stock” means the common stock, par value $0.01 per share, of the Company.

 “Company” has the meaning set forth in the preamble. 

“Company Securities” means any equity interest of any class or series in the Company. 







 “Demand Notice” has the meaning set forth in Section 2(a)(i). 

“Demand Registration” has the meaning set forth in Section 2(a)(i). 

“Effective Date” means the time and date that a Registration Statement is first declared effective by the Commission
or otherwise becomes effective. 
 “Effectiveness Period” has the meaning set forth in Section 2(a)(ii). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations
of the Commission promulgated thereunder. 
 “Holder” means (i) MRD Holdco unless and until MRD Holdco ceases
to hold any Registrable Securities; (ii) Anthony Bahr unless and until Anthony Bahr ceases to hold any Registrable Securities; (iii) Jay Graham unless and until Jay Graham ceases to hold any Registrable Securities; and (iv) any holder
of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (iv) shall be a Holder only if such Person
agrees in writing to be bound by and subject to the terms set forth in this Agreement. 
 “Holder Indemnified
Persons” has the meaning set forth in Section 6(a). 
 “Initial Holders” has the meaning set
forth in the preamble. 
 “Initiating Holder” means the Holder delivering the Demand Notice or the Underwritten
Offering Notice, as applicable. 
 “Lock-Up Period” has the meaning set forth in the underwriting agreement entered
into by the Company in connection with the initial underwritten public offering of shares of Common Stock. 

“Losses” has the meaning set forth in Section 6(a). 

“Material Adverse Change” means (i) any general suspension of trading in, or limitation on prices for, securities
on any national securities exchange or in the over-the-counter market in the United States; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) a material outbreak or
escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic
conditions; or (iv) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or
prospects of the Company and its subsidiaries taken as a whole. 
 “Minimum Amount” has the meaning set forth in
Section 2(a)(i). 
 “MRD Holdco” means MRD Holdco LLC, a Delaware limited liability company. 

  
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 “Parties” has the meaning set forth in the preamble. 

“Person” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint
venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind. 

“Piggyback Registration” has the meaning set forth in Section 2(c)(i). 

“Piggyback Registration Notice” has the meaning set forth in Section 2(c)(i). 

“Piggyback Registration Request” has the meaning set forth in Section 2(c)(i). 

“Proceeding” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or
partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened. 

“Prospectus” means the prospectus included in a Registration Statement (including a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), 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 all other amendments and supplements to the Prospectus, including post-effective amendments, and all material
incorporated by reference or deemed to be incorporated by reference in such Prospectus. 
 “Registrable Securities”
means the Shares; provided, however, that Registrable Securities shall not include: (i) any Shares that have been registered under the Securities Act and disposed of pursuant to an effective Registration Statement or otherwise transferred to a
Person who is not entitled to the registration and other rights hereunder; (ii) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) where the
transferee thereof does not receive “restricted securities” as defined in Rule 144; and (iii) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise). 

“Registration Expenses” has the meaning set forth in Section 4. 

“Registration Statement” means a registration statement of the Company in the form required to register under the
Securities Act and other applicable law the resale of the Registrable Securities in accordance with the intended plan of distribution of each Holder of Registrable Securities included therein, and including any Prospectus, amendments and supplements
to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. 

“Requested Underwritten Offering” has the meaning set forth in Section 2(b). 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act. 

  
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 “Rule 405” means Rule 405 promulgated by the Commission pursuant to the
Securities Act. 
 “Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act. 

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act. 

“Securities Act” means the Securities Act of 1933, as amended. 

“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 (except as set forth in Section 5). 

“Services Agreement” means that certain Services Agreement dated as of the date hereof among the Company, WildHorse
Resources, LLC and WildHorse Resources Management Company, LLC. 
 “Shares” means (i) (A) the
             shares of Common Stock issued to MRD Holdco on the date hereof, (B) the              shares of Common Stock
issued to Anthony Bahr on the date hereof, and (C) the              shares of Common Stock issued to Jay Graham on the date hereof, and (ii) any other equity interests of the
Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or
similar event involving a change in the capital structure of the Company. 
 “Shelf Registration Statement” means a
Registration Statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any similar
rule that may be adopted by the Commission) covering the Registrable Securities, as applicable. 
 “Suspension
Period” has the meaning set forth in Section 8(b). 
 “Trading Market” means the principal
national securities exchange on which Registrable Securities are listed. 
 “Underwritten Offering” means an
underwritten offering of Common Stock for cash (whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, stockholders or both), excluding an offering relating solely to an employee benefit
plan, an offering relating to a transaction on Form S-4 or S-8, or an offering on any registration statement form that does not permit secondary sales. 

“Underwritten Offering Notice” has the meaning set forth in Section 2(b). 

“Underwritten Offering Piggyback Notice” has the meaning set forth in Section 2(c)(ii). 

  
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 “Underwritten Offering Piggyback Request” has the meaning set forth in
Section 2(c)(ii). 
 “Underwritten Piggyback Offering” has the meaning set forth in Section 2(c)(ii).

 “VWAP” means, as of a specified date and in respect of Registrable Securities, the volume weighted average price
for such security on the Trading Market for the five trading days immediately preceding, but excluding, such date. 

“WKSI” means a “well known seasoned issuer” as defined under Rule 405. 

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or
neuter forms; (b) references to Sections refer to Sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without
limitation”; (d) the terms “hereof,” “hereto,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise
requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have
correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law or statute shall be construed as including any legal and statutory provisions consolidating,
amending, succeeding or replacing the applicable law or statute; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise
indicated. 
  

	 	2.	Registration. 

  

	 	(a)	Demand Registration. 

 (i) At any time after the expiration of the Lock-Up Period, any
Holder shall have the option and right, exercisable by delivering a written notice to the Company (a “Demand Notice”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement,
prepare and file with the Commission a Registration Statement registering the offering and sale of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice, which may include sales on a delayed or
continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “Demand Registration”). The Demand Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such
Demand Registration and the intended methods of disposition thereof. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of the Holders
(including both the Initiating Holder and the other Holders) to be included therein after compliance with Section 2(a)(ii) have an aggregate VWAP of at least $50 million (the “Minimum Amount”) as of the date of the
Demand Notice. 
 (ii) Within five Business Days after the receipt of the Demand Notice, the Company shall give written notice of such
Demand Notice to all Holders and, within thirty days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, within ninety days thereof), shall, subject to the limitations of this
Section 2(a), file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities that the Holders shall in writing request to be
included in the Demand Registration (such request to be given to the Company within ten days after receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(ii)). The Company shall use all commercially
reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness
Period”). 

  
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 (iii) Subject to the other limitations contained in this Agreement, the Company is not obligated
hereunder to effect (A) a Demand Registration within 90 days after the closing of any Underwritten Offering, (B) (i) through December 31, 2016, more than a total of three Demand Registrations for which MRD Holdco (or any
transferee thereof in accordance with Section 8(e)) is the Initiating Holder and (ii) on or after January 1, 2017, more than one Demand Registration per calendar year for which MRD Holdco (or any transferee thereof in
accordance with Section 8(e)) is the Initiating Holder, (C) (i) before the termination of the Services Agreement, any Demand Registrations for which Anthony Bahr (or any transferee thereof in accordance with
Section 8(e)) is the Initiating Holder and (ii) after the termination of the Services Agreement, more than a total of two Demand Registrations for which Anthony Bahr (or any transferee thereof in accordance with
Section 8(e)) is the Initiating Holder, (D) (i) before the termination of the Services Agreement, any Demand Registrations for which Jay Graham (or any transferee thereof in accordance with Section 8(e)) is the
Initiating Holder and (ii) after the termination of the Services Agreement, more than a total of two Demand Registrations for which Jay Graham (or any transferee thereof in accordance with Section 8(e)) is the Initiating Holder and
(E) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities held by the Initiating Holder shall have become and remains effective under the Securities Act and is
sufficient to permit offers and sales of the number and type of Registrable Securities on the terms and conditions specified in the Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in the
Demand Notice. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a)(iii) if the Registration Statement relating thereto does not become effective or is not maintained effective for its entire
Effectiveness Period, in which case the Initiating Holder shall be entitled to an additional Demand Registration in lieu thereof. Further, a Demand Registration shall not constitute a Demand Registration of the Initiating Holder for purposes of this
Section 2(a)(iii) if, as a result of Section 2(a)(vi), there is included in the Demand Registration less than the lesser of (i) Registrable Securities of the Initiating Holder having a VWAP measured on the effective date
of the related Registration Statement of $30 million and (ii) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Demand Notice. 

(iv) A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration
at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of a notice from the Initiating Holder that the Initiating Holder is withdrawing all of its Registrable Securities from the Demand Registration or a notice
from a Holder to the effect that the Holder is withdrawing an amount of its Registrable Shares such that the remaining amount of Registrable Shares to be included in the Demand Registration is below the Minimum Amount, the Company shall cease all
efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Initiating Holder for purposes of Section 2(a)(iii) unless (A) the
Initiating Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities
(based on the number of securities the Initiating Holder sought to register, as compared to the total number of securities included in such Demand Registration) or (B) the withdrawal is made following the occurrence of a Material Adverse Change
or pursuant to the Company’s request for suspension pursuant to Section 3(o). 

  
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 (v) The Company may include in any such Demand Registration other Company Securities for sale
for its own account or for the account of any other Person, subject to Section 2(a)(vi) and Section 2(c)(iii). 

(vi) In the case of a Demand Registration not being underwritten, if the Initiating Holder advises the Company that in its reasonable opinion
the aggregate number of securities requested to be included exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the
securities offered, the Company shall include in such Demand Registration only that number of securities that in the reasonable opinion of the Initiating Holder will not have such adverse effect, with such number to be allocated as follows:
(A) first, pro-rata among all Holders (including the Initiating Holder) that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Holder, (B) second, if
there remains availability for additional securities to be included in such Demand Registration, the Company, and (C) third, if there remains availability for additional securities to be included in such Demand Registration, any other holders
entitled to participate in such Demand Registration, if applicable, based on the relative number of securities such holder is entitled to include in such Demand Registration. 

(vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate
registration form of the Commission (A) as shall be selected by the Company and (B) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Demand
Notice; provided that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration
Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Holder provides written notice to the Company
that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take
place. 
 (viii) Without limiting Section 3, in connection with any Demand Registration pursuant to and in accordance with this
Section 2(a), the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be
necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such jurisdictions as the Holders shall reasonably request; provided, however, that no such qualification shall
be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or qualification to do business in such jurisdiction solely as a result of registration and (2) such
forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and
(B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Holders to enable the Holders to consummate a public sale of such Registrable Securities in accordance with the intended
timing and method or methods of distribution thereof. 

  
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 (ix) In the event a Holder transfers Registrable Securities included on a Registration Statement
and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Holder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer
and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement
includes only Registrable Securities held by the Holder, Affiliates of the Holder or transferees of the Holder or (B) the Company has received written consent therefor from a Person for whom Registrable Securities have been registered on (but
not yet sold under) such Registration Statement, other than the Holder, Affiliates of the Holder or transferees of the Holder. 
  

	 	(b)	Requested Underwritten Offering. 

 Any Holder then able to effectuate a Demand
Registration pursuant to the terms of Section 2(a) (or who has previously effectuated a Demand Registration pursuant to Section 2(a) but has not engaged in an Underwritten Offering in respect of such Demand Registration)
shall have the option and right, exercisable by delivering written notice to the Company of its intention to distribute Registrable Securities by means of an Underwritten Offering (an “Underwritten Offering Notice”), to
require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of any or all of its Registrable Securities by means of an Underwritten Offering pursuant to a new Demand Registration or
pursuant to an effective Registration Statement covering such Registrable Securities (a “Requested Underwritten Offering”); provided, that if the Requested Underwritten Offering is pursuant to a new Demand Registration, then
the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least equal to the Minimum Amount as of the date of such Underwritten Offering Notice, and if the
Requested Underwritten Offering is pursuant to an effective Demand Registration, then the Registrable Securities of such Initiating Holder requested to be included in such Requested Underwritten Offering have an aggregate value of at least equal to
50 percent of the Minimum Amount as of the date of such Underwritten Offering Notice. The Underwritten Offering Notice must set forth the number of Registrable Securities that the Initiating Holder intends to include in such Requested Underwritten
Offering. The managing underwriter or managing underwriters of a Requested Underwritten Offering shall be designated by the Company; provided, however, that such designated managing underwriter or managing underwriters shall be reasonably acceptable
to the Initiating Holder. Notwithstanding the foregoing, the Company is not obligated to effect a Requested Underwritten Offering within 90 days after the closing of an Underwritten Offering. Any Requested Underwritten Offering (other than the first
Requested Underwritten Offering made in respect of a prior Demand Registration) shall constitute a Demand Registration of the Initiating Holder for purposes of Section 2(a)(iii) (it being understood that if requested concurrently with a
Demand Registration then, together, such Demand Registration and Requested Underwritten Offering shall count as one Demand Registration); provided, however, that a Requested Underwritten Offering shall not constitute a Demand Registration of the
Initiating Holder for purposes of Section 2(a)(iii) if, as a result of Section 2(c)(iii)(A), the Requested Underwritten Offering includes less than the lesser of (i) Registrable Securities of the Initiating Holder having
a VWAP measured on the effective date of the related Registration Statement of $30 million and (ii) two-thirds of the number of Registrable Securities the Initiating Holder set forth in the applicable Underwritten Offering Notice. 

  
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	 	(c)	Piggyback Registration and Piggyback Underwritten Offering. 

 (i) If the Company shall
at any time propose to file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement on Form S-4, Form S-8 or any successor forms thereto or filed solely in connection with an
exchange offer or any employee benefit or dividend reinvestment plan), whether or not for its own account, then the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days
before) the anticipated filing date (the “Piggyback Registration Notice”). The Piggyback Registration Notice shall offer Holders the opportunity to include for registration in such registration statement the number of
Registrable Securities as they may request in writing (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which
the Company has received written requests for inclusion therein (“Piggyback Registration Request”) within three Business Days after sending the Piggyback Registration Notice. Each Holder shall be permitted to withdraw all or
part of such Holder’s Registrable Securities from a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that (A) such request must be made in writing prior to the effectiveness of such
registration statement and (B) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made.
Any withdrawing Holder shall continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Common Stock, all upon the
terms and conditions set forth herein. 
 (ii) If the Company shall at any time propose to conduct an Underwritten Offering, whether or not
for its own account, then the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five Business Days before) the commencement of the offering, which notice shall set forth the principal
terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the related registration statement (if applicable) and the number of shares of Common Stock that are proposed
to be registered (the “Underwritten Offering Piggyback Notice”). The Underwritten Offering Piggyback Notice shall offer Holders the opportunity to include in such Underwritten Offering (and any related registration, if
applicable) the number of Registrable Securities as they may request in writing (an “Underwritten Piggyback Offering”); provided, however, that in the event that the Company proposes to effectuate the subject Underwritten
Offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to an effective Shelf Registration Statement may be included
in such Underwritten Piggyback Offering. The Company shall use commercially reasonable efforts to include in each such Underwritten Piggyback Offering such Registrable Securities for which the Company has received written requests for inclusion
therein (“Underwritten Offering Piggyback Request”) within three Business Days after sending the Underwritten Offering Piggyback Notice. Each Holder shall be permitted to withdraw all or part of such Holder’s Registrable
Securities from an Underwritten Piggyback Offering at any time prior to the effectiveness of the applicable registration statement, and such Holder shall continue to have the right to include any Registrable Securities in any subsequent Underwritten
Offerings, all upon the terms and conditions set forth herein. 

  
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 (iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise
the Company and the Holders that in their reasonable opinion the inclusion of all of the Holders’ Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) (and any other
Common Stock proposed to be included in such offering) exceeds the number that can be included without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities
offered, the Company shall include in such Underwritten Offering (and any related registration, if applicable) only that number of shares of Common Stock proposed to be included in such Underwritten Offering (and any related registration, if
applicable) that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such adverse effect, with such number to be allocated as follows: (A) in the case of a Requested Underwritten Offering,
(1) first, pro-rata among all Holders (including the Initiating Holder) that have requested to include Registrable Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder,
(2) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, the Company, and (3) third, if there remains availability for additional shares of Common Stock to be included in
such Underwritten Offering, any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Common Stock then held by each such holder; and (B) in the case of any other
Underwritten Offerings, (x) first, to the Company, (y) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, pro-rata among all Holders desiring to include Registrable
Securities in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder, and (z) third, if there remains availability for additional shares of Common Stock to be included in such
registration, pro-rata among any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of Common Stock then held by each such holder. If any Holder disapproves of the terms of any such
Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. Any Registrable Securities withdrawn from
such underwriting shall be excluded and withdrawn from the registration. 

  
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 (iv) The Company shall have the right to terminate or withdraw any registration initiated by it
under this Section 2(c) at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by
the Company in accordance with Section 4 hereof. 
 (v) No registration of Registrable Securities effected pursuant to a
request under this Section 2(c) shall be deemed to have been effected pursuant to Section 2(a) or shall relieve the Company of its obligations under Section 2(a). 

 

	 	3.	Registration and Underwritten Offering Procedures. 

 The procedures to be followed by
the Company and each Holder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and such Holders, with respect to the preparation, filing and
effectiveness of such Registration Statement and the effectuation of any Underwritten Offering, are as follows: 
 (a) In connection with a
Demand Registration, the Company will, at least three Business Days prior to the anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration
Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement), (i) furnish to such Holders copies of all such documents prior to filing and (ii) use commercially reasonable efforts to
address in each such document when so filed with the Commission such comments as such Holders reasonably shall propose prior to the filing thereof. 

(b) In connection with a Piggyback Registration, Underwritten Piggyback Offering or a Requested Underwritten Offering, the Company will, at
least three Business Days prior to the anticipated filing of any initial Registration Statement that identifies the Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not
materially alter the previous disclosure or do nothing more than name Holders and provide information with respect thereto), as applicable, (i) furnish to such Holders copies of any such Registration Statement or related Prospectus or amendment
or supplement thereto that identify the Holders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Holders and
provide information with respect thereto) prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holders reasonably shall propose prior to the filing
thereof. 

  
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 (c) The Company will use commercially reasonable efforts to as promptly as reasonably practicable
(i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such
Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the
Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required
prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as
reasonably practicable provide such Holders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Holders as selling stockholders but not any comments that would
result in the disclosure to such Holders of material and non-public information concerning the Company. 
 (d) The Company will comply in
all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement. 

(e) The Company will notify such Holders who are included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a
Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Holder is included has been filed; (B) when the Commission notifies the Company whether there will be a “review” of the
applicable Registration Statement and whenever the Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of such Holders that
pertain to such Holders as selling stockholders); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or
any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Holders as sellers of Registrable Securities; (iii) of the issuance
by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of
the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires
any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that no notice by the Company shall be required pursuant to
this clause (v) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which
in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading). 

  
 12 








 (f) The Company will use commercially reasonable efforts to avoid the issuance of or, if issued,
obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any
jurisdiction, as promptly as reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over.

 (g) During the Effectiveness Period, the Company will furnish to each such Holder, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto and all exhibits to the extent requested by such Holder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided, that the Company will
not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system. 
 (h) The
Company will promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) authorized by the Company for use and each amendment or supplement thereto as such Holder may
reasonably request during the Effectiveness Period. Subject to the terms of this Agreement, including Section 8(b), the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. 

(i) The Company will cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities
Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing. In connection therewith, if required by the
Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer
agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Holder of such
Registrable Securities under the Registration Statement. 
 (j) Upon the occurrence of any event contemplated by
Section 3(e)(v), as promptly as reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
 13 








 (k) With respect to Underwritten Offerings, (i) the right of any Holder to include such
Holder’s Registrable Securities in an Underwritten Offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent
provided herein, (ii) each Holder participating in such Underwritten Offering agrees to enter into an underwriting agreement in customary form and sell such Holder’s Registrable Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (iii) each Holder participating in such Underwritten Offering agrees to complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents customarily and reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each Holder that, in connection with any Underwritten Offering
in accordance with the terms hereof, it will negotiate in good faith and execute all indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially
reasonable efforts to procure customary legal opinions, auditor “comfort” letters and reports of the independent petroleum engineers of the Company relating to the oil and gas reserves of the Company included in the Registration Statement
if the Company has had its reserves prepared, audited or reviewed by an independent petroleum engineer. 
 (l) For a reasonable period prior
to the filing of any Registration Statement and throughout the Effectiveness Period, the Company will make available, upon reasonable notice at the Company’s principal place of business or such other reasonable place, for inspection during
normal business hours by a representative or representatives of the selling Holders, the managing underwriter or managing underwriters and any attorneys or accountants retained by such selling Holders or underwriters, all such financial and other
information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not
violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that any information that is not generally publicly
available at the time of delivery of such information shall be kept confidential by such Persons unless disclosure of such information is required by court or administrative order or, in the opinion of counsel to such Person, law, in which case,
such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure and, if requested by the Company, assist the Company in seeking to prevent or limit the proposed disclosure. 

(m) In connection with any Requested Underwritten Offering, the Company will use commercially reasonable efforts to cause appropriate officers
and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows. 

(n) Each Holder agrees to furnish to the Company any other information regarding the Holder and the distribution of such securities as the
Company reasonably determines is required to be included in any Registration Statement or any Prospectus or prospectus supplement relating to an Underwritten Offering. 

  
 14 








 (o) Notwithstanding any other provision of this Agreement, the Company shall not be required to
file a Registration Statement (or any amendment thereto) or effect a Requested Underwritten Offering (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to
suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to 60 days if (i) the Board determines that a postponement is in the best interest of the Company and its stockholders generally
due to a pending transaction involving the Company (including a pending securities offering by the Company), (ii) the Board determines such registration would render the Company unable to comply with applicable securities laws or (iii) the
Board determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however,
that in no event shall any Blackout Period together with any Suspension Period exceed an aggregate of 120 days in any 12-month period. 

(p) In connection with an Underwritten Offering, the Company shall use all commercially reasonable efforts to provide to each Holder named as
a selling securityholder in any Registration Statement a copy of any auditor “comfort” letters, customary legal opinions or reports of the independent petroleum engineers of the Company relating to the oil and gas reserves of the Company,
in each case that have been provided to the managing underwriter or managing underwriters in connection with the Underwritten Offering, not later than the Business Day prior to the effective date of such Registration Statement. 

4.    No Inconsistent Agreements or Superior Rights. The Company shall not hereafter enter into, and is not
currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with the rights granted to the Holders by this Agreement. The Company has not provided, and shall not provide, registration rights to any
other holder of securities of the Company that give superior priority to, or otherwise impair, those granted to the Holders by this Agreement. 

5.    Registration Expenses. All Registration Expenses incident to the Parties’ performance of or compliance
with their respective obligations under this Agreement or otherwise in connection with any Demand Registration, Requested Underwritten Offering, Piggyback Registration or Underwritten Piggyback Offering (in each case, excluding any Selling Expenses)
shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. “Registration Expenses” shall include, without limitation, (i) all registration and filing fees
(including fees and expenses (A) with respect to filings required to be made with the Trading Market and (B) in compliance with applicable state securities or “Blue Sky” laws), (ii) printing expenses (including expenses of
printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Holder of Registrable Securities included in the Registration Statement), (iii) messenger, telephone and
delivery expenses, (iv) fees and disbursements of counsel, auditors, accountants and independent petroleum engineers for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) fees and
expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement, (vii) the reasonable fees and expenses of one law firm of national standing selected by the Holders
owning the majority of the Registrable Securities to be included in any such registration or offering and (viii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road
show.” In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries
and expenses of their officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market. 

  
 15 








 6.    Indemnification. 

(a) The Company shall indemnify and hold harmless each Holder, its Affiliates and each of their respective officers and directors and any
agent thereof (collectively, “Holder Indemnified Persons”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable
costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Holder Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “Losses”), as incurred, arising out of
or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities were registered, in any preliminary prospectus (if the Company authorized the use of such
preliminary prospectus prior to the Effective Date), or in any summary or final prospectus or free writing prospectus (if such free writing prospectus was authorized for use by the Company) or in any amendment or supplement thereto (if used during
the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements made therein, in the light of the circumstances in which they were made, not misleading; provided, however, that the Company shall not be liable to any Holder Indemnified Person to the extent that any such claim arises out of, is based
upon or results from an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance
upon and in conformity with written information furnished to the Company by or on behalf of such Holder Indemnified Person or any underwriter specifically for use in the preparation thereof. The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. This indemnity shall be in addition to any liability the Company may otherwise have and shall remain
in full force and effect regardless of any investigation made by or on behalf of such Holder Indemnified Person or any indemnified party and shall survive the transfer of such securities by such Holder. Notwithstanding anything to the contrary
herein, this Section 6 shall survive any termination or expiration of this Agreement indefinitely. 

  
 16 








 (b) In connection with any Registration Statement in which a Holder participates, such Holder
shall, severally and not jointly, indemnify and hold harmless the Company, its Affiliates and each of their respective officers, directors and any agent thereof, to the fullest extent permitted by applicable law, from and against any and all Losses
as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or
in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that
the same are made in reliance and in conformity with information relating to the Holder furnished in writing to the Company by such Holder for use therein. This indemnity shall be in addition to any liability such Holder may otherwise have and shall
remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds
received by such Holder from the sale of the Registrable Securities giving rise to such indemnification obligation. 
 (c) Any Person
entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a
conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the
indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or
equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. Failure to give prompt written notice shall not release the indemnifying
party from its obligations hereunder. 
 (d) If the indemnification provided for in this Section 6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a result of such Losses 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 untrue or alleged untrue statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the 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; provided, that in no event shall any contribution by a Holder
hereunder exceed the net proceeds from the offering received by such Holder. 

  
 17 








 7.    Facilitation of Sales Pursuant to Rule 144. To the extent it
shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to
in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities
Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has
complied with such requirements. 
 8.    Miscellaneous. 

(a) Remedies. In the event of actual or potential breach by the Company of any of its obligations under this Agreement, each Holder, in
addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not
provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the
defense that a remedy at law would be adequate. 
 (b) Discontinued Disposition. Each Holder agrees that, upon receipt of a notice
from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(e), such Holder will forthwith discontinue disposition of such Registrable Securities under the Registration
Statement until such Holder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(j) or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “Suspension
Period”). The Company may provide appropriate stop orders to enforce the provisions of this Section 8(b). 
 (c)
Amendments and Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and each of the Initial Holders who beneficially owns 5% or more of the outstanding shares of Common Stock;
provided, however, any waiver or amendment which would adversely and disproportionately affect a Party (including any Initial Holder who beneficially owns less than 5% of the outstanding shares of Common Stock) must also be signed by such affected
Party. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right. 

  
 18 








 (d) Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this
Section 8(d) prior to 5:00 p.m. Central Time on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later
than 5:00 p.m. Central Time on any date and earlier than 11:59 p.m. Central Time on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by
the Party to whom such notice is required to be given. The address for such notices and communications shall be as follows: 
  

			
	If to the Company:	  	Memorial Resource Development Corp.
		  	 Attention: General Counsel
 1301 McKinney
Street, Suite 2100
 Houston, Texas 77010
 Fax: (713)
588-8301
 Electronic mail: kroane@memorialrd.com

		
	With copy to:	  	
		  	 Akin Gump Strauss Hauer & Feld LLP

Attention: John Goodgame
 1111 Louisiana, 44th Floor
 Houston, Texas 77002

Fax: (713) 236-0822
 Electronic mail:
jgoodgame@akingump.com

		
	If to any Person who is then the registered Holder:	  	To the address of such Holder as it appears in the applicable register for the Registrable Securities or such other address as may be designated in writing by such Holder.

 (e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 8(e), this Agreement, and any rights or obligations hereunder, may not be
assigned without the prior written consent of the Company and the Holders. Notwithstanding anything in the foregoing to the contrary, the rights of a Holder pursuant to this Agreement with respect to all or any portion of its Registrable Securities
may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities (and any Registrable Securities issued as a dividend or other distribution with respect to, in exchange for or in replacement of
such Registrable Securities) by such Holder to a transferee of such Registrable Securities; provided (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or
assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Company
may not assign its rights or obligations hereunder without the prior written consent of the Holders. 

  
 19 








 (f) No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied,
shall be construed to give any Person, other than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement. 

(g) Execution and Counterparts. This Agreement may be executed in any number of 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. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation
of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof. 

(h) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Texas. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of Texas located in Harris County, Texas and the United States District Court for the Southern District
of Texas, Houston Division, for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding
may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding
brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. 
 (i)
Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 
 (j)
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 
 (k) Entire Agreement. This Agreement
constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior contracts or agreements with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or
written. 

  
 20 








 (l) Termination. Except for Section 6, this Agreement shall terminate as to
any Holder, when all Registrable Securities held by such Holder no longer constitute Registrable Securities. 
 [THIS SPACE LEFT BLANK
INTENTIONALLY] 

  
 21 








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

  

			
	COMPANY:
	
	MEMORIAL RESOURCE DEVELOPMENT CORP.
		
	By:	 	 
	Name:	 	
	Title:	 	


  

			
	HOLDERS:
	
	MRD HOLDCO LLC
		
	By:	 	 
	Name:	 	
	Title:	 	
		 	
	 Address for notice:
  

Attention: Kyle Roane
 1301 McKinney Street, Suite 2100

Houston, TX 77010
 Fax: (713) 588-8301

Electronic mail: kroane@memorialrd.com
  

with a copy to:
  

Natural Gas Partners
 Attention: Jesse Bomer

5221 N. O’Connor Blvd., Suite 1100
 Irving, Texas 75039

Electronic mail: jbomer@ngptrs.com



  
 Signature Page to
Registration Rights Agreement 
  







 
	
	ANTHONY BAHR
	
	  

	
	Address for notice:
	
	 9805 Katy Freeway, Suite 400
 Houston, TX
77024
 Electronic mail:



 Signature Page to Registration Rights Agreement 







 
	
	JAY GRAHAM
	
	  

	 Address for notice:
  

9805 Katy Freeway, Suite 400
 Houston, TX 77024

Electronic mail:



 Signature Page to Registration Rights Agreement