Registration Rights Agreement



 Exhibit 4.6 
 Execution Copy 
 REGISTRATION RIGHTS AGREEMENT 

by and among 
 GMX RESOURCES INC. 
 the Guarantors Listed on the Signature Page hereto,

 each party exchanging its 11.375% Senior Notes due 2019 

and 

the Supporting Holders Listed on the Signature Page hereto 
 Relating to the Senior Secured Notes due 2017 
 Dated as of
December 19, 2011 







 Exhibit 4.6 

REGISTRATION RIGHTS AGREEMENT 
 This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2011, by and among GMX Resources Inc., an Oklahoma corporation (the
“Company”), the guarantors listed on the signature page hereto (collectively, the “Guarantors”), any party exchanging its 11.375% Senior Notes due 2019 (the “Original Notes”) of the Company for the
Company’s Senior Secured Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”, and such exchange the “Original Note Exchange”) and the
Supporting Holders (as defined below) purchasing Initial Notes pursuant to the terms of the Purchase Agreements dated of even date herewith by and among the Company, the Guarantors and each Supporting Holder. The Initial Notes and the Guarantees
attached thereto are herein collectively referred to as the “Initial Securities.” 
 This Agreement is made
pursuant to each Support Agreement, dated November 2, 2011 (the “Support Agreement”), by and between the Company and each Supporting Holder (i) for the benefit of each Supporting Holder and (ii) for the benefit of the
holders from time to time of Initial Securities, including the Supporting Holders. On the date hereof, the Company has issued $13,367,000 aggregate principal amount of Initial Notes to the Supporting Holders subscribing to purchase Initial Notes
pursuant to the Purchase Agreements. In order to induce the Supporting Holders to exchange their Original Notes for Initial Notes and to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this
Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of December 19, 2011 (as amended or supplemented from time to time, the “Indenture”), by and
among the Company, the Guarantors and U.S. Bank National Association, as trustee and as collateral agent (the “Trustee”), relating to the Initial Notes and the Exchange Notes (as defined below). 

The parties hereby agree as follows: 
 Section 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: 
 Additional Interest: As defined in Section 5 hereof. 
 Advice:
As defined in Section 6(d) hereof. 
 Affiliate: As defined in Rule 144. 

Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust
companies located in New York, New York are authorized or obligated to be closed. If the time to perform any action hereunder falls on a day that is not a Business Day, such time will be extended to the next Business Day and no Additional
Interest shall accrue for the intervening period. 
 Closing Date: The date of this Agreement. 

  
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 Commission: The Securities and Exchange Commission. 

Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of
(i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Exchange Offer Registration
Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were validly tendered (and not withdrawn) by Holders thereof pursuant to the Exchange Offer. 

Exchange Act: The Securities Exchange Act of 1934, as amended. 

Exchange Date: As defined in Section 3(a) hereto. 
 Exchange Offer: The registration by the Company under the Securities Act of the issuance of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the
Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal
amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 
 Exchange Offer Registration
Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. 
 Exchange
Securities or Exchange Notes: The Senior Secured Notes due 2017, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to
this Agreement. 
 FINRA: Financial Industry Regulatory Authority, Inc. 

Holders: As defined in Section 2(b) hereof. 
 Indemnified Holder: As defined in Section 8(a) hereof. 
 Indenture:
As defined in the preamble hereto. 
 Initial Notes: As defined in the preamble hereto. 

Initial Issuance: The issuance and sale by the Company of Initial Securities to the Supporting Holders pursuant to the Purchase
Agreements and to those parties exchanging their Original Notes for Initial Notes in the Original Note Exchange. 
 Initial
Securities: As defined in the preamble hereto, including any Additional Notes (as defined in the Indenture) issued by the Company as PIK Interest (as defined in the Indenture) for the Securities. 

  
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 Interest Payment Date: As defined in the Indenture and the Securities. 

Original Note Exchange: As defined in the preamble hereto. 

Original Notes: As defined in the Preamble hereto. 
 Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 

Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by
all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
 Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange
Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement,
(ii) including the Prospectus included therein, and (iii) including all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

Rule 144: Rule 144 promulgated under the Securities Act. 
 Securities: The Initial Securities and/or the Exchange Securities, as applicable. 
 Securities Act: The Securities Act of 1933, as amended. 
 Shelf
Effectiveness Deadline: As defined in Section 4(a) hereof. 
 Shelf Registration Statement: As defined in
Section 4(a) hereof. 
 Supporting Holders: Holders who entered into a Support Agreement, dated as of
November 2, 2011, with the Company. 
 Transfer Restricted Securities: The Initial Securities; provided that
the Initial Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) solely with respect to Transfer Restricted Securities for which a Shelf Registration Statement is required pursuant to Section 4
hereof, the date on which a Shelf Registration Statement with respect to such Initial Securities has become effective under the Securities Act and such Initial Securities have been disposed of pursuant to such Shelf Registration Statement, and with
respect to all other Transfer Restricted Securities, the date of Consummation of the Exchange Offer, or (ii) the date on which such Initial Securities cease to be outstanding. 

Trust Indenture Act: The Trust Indenture Act of 1939, as amended. 

  
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 Underwritten Registration or Underwritten Offering: A registration in which
securities of the Company are sold to an underwriter for reoffering to the public. 
 Section 2. Securities Subject to
this Agreement. 
 (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are
the Transfer Restricted Securities. 
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of
Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 

Section 3. Registered Exchange Offer. 
 (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been complied with), or there are
no Transfer Restricted Securities outstanding, the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission, (ii) use their reasonable best efforts to cause such Exchange Offer
Registration Statement to become effective, (iii) in connection with the foregoing, use reasonable best efforts to (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order to cause it
to become effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided, however, that neither the Company
nor any Guarantor shall be required to take any action that would subject them to general service of process or taxation in any jurisdiction where they are not already subject, and (iv) upon the effectiveness of such Exchange Offer Registration
Statement, commence the Exchange Offer. Each of the Company and the Guarantors shall file the Exchange Offer Registration Statement with the Commission as soon as practicable after the Closing Date and use reasonable best efforts to have the
Exchange Offer Registration Statement declared effective as soon as practicable thereafter and in no event Consummate the Exchange Offer later than the 180th day after the Closing Date (such 180th day being the “Exchange Date”). The
Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial
Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 
 (b) If an Exchange Offer Registration Statement
is required to be filed and declared effective pursuant to Section 3(a) above, the Company and the Guarantors shall use reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 Business
Days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included
in the Exchange Offer Registration Statement. 

  
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 (c) The Company shall indicate in a “Plan of Distribution” section contained in
the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities
(other than Initial Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other information with respect
to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer except to the extent required by the Commission. 
 Because such Broker-Dealer may be
deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with resales of any Exchange Securities received by such
Broker-Dealer in the Exchange Offer, the Company and the Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. The Company and
the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure
that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this
Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is
declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. 
 Upon request, the Company shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers within five Business Days after such request at any time during such 180-day (or
shorter, as provided in the foregoing sentence) period in order to facilitate such resales. 
 Section 4. Shelf
Registration. 
 (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file an
Exchange Offer Registration Statement or to Consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)(i) hereof have been
complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date, or (iii) prior to the Exchange Date, any Holder of Transfer Restricted Securities notifies the Company that (1) such Holder is prohibited
by applicable law or Commission policy from participating in the Exchange Offer, (2) such Holder 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 

  
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Exchange Offer Registration Statement is not available for such resales by such Holder, or (3) such Holder is a Broker-Dealer and holds Transfer Restricted Securities acquired directly from
the Company or one of its Affiliates, then the Company and the Guarantors shall use their reasonable best efforts to file and cause to be declared effective a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be
an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the later of (x) the 90th day after the date such obligation arises pursuant to this clause and (y) the 90th day after the Closing date (such date being the “Shelf
Effectiveness Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof. 

Each of the Company and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Securities
entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement in all material respects, the Securities Act and the policies, rules and regulations of the Commission as announced from time
to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or
shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). 

(b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer
Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 days after receipt of a request
therefor, such information as required by Regulation S-K of the Securities Act or, reasonably requested by the Company for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. No Holder
shall be entitled to Additional Interest pursuant to Section 5 hereof unless and until (and from and after such time) such Holder shall have provided all such information. Each Holder as to which any Shelf Registration Statement is being
effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading and shall promptly supply such other
information as the Company may from time to time reasonably request. 
 Section 5. Additional Interest. If
(i) the Exchange Offer has not been Consummated by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission by the Shelf Effectiveness Deadline or (iii) any
Registration Statement required by this Agreement has been declared effective but ceases to be effective or otherwise available in a period during which it is required to be effective under this Agreement (each such event referred to in clauses
(i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately
following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period (such increase, “Additional Interest”), but in no event


  
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shall such increase exceed 1.00% per annum on the principal amount of such Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required
to pay Additional Interest for more than one Registration Default at any given time. At the cure of all Registration Defaults relating to the particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted
Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities. 
 All accrued Additional
Interest shall be paid by the Company and the Guarantors (or the Company and the Guarantors will cause the Paying Agent to make such payment on their behalf) to the Holders entitled thereto, in the manner provided for the payment of interest in the
Indenture, on each Interest Payment Date, as more fully set forth in the Indenture, the Initial Notes and the Exchange Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to
any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. 

Section 6. Registration Procedures. 
 (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and
shall comply with all of the following provisions: 
 (i) [reserved] 

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors
(which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange Securities in its ordinary course of business, and
(D) only if such Holder is a Broker-Dealer that will receive Exchange Securities in exchange for Initial Securities that such Broker-Dealer acquired for its own private account as a result of market making or other trading activities, it will
deliver a Prospectus, as required by law, in connection with any sale of such Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer.
As a condition to its participation in the Exchange Offer, each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital
Holdings Corporation  

  
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(available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and
(2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration
statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired
by such Holder directly from the Company. 
 (b) Shelf Registration Statement. If required pursuant to Section 4, in
connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall use their reasonable best efforts to effect such registration to permit the sale of
the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of
distribution thereof. 
 (c) General Provisions. In connection with any Registration Statement and any Prospectus required
by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers),
each of the Company and the Guarantors shall: 
 (i) use their reasonable best efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof, as
applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, if
Commission review is required, use their reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable
thereafter; 
 (ii) use their reasonable best efforts to prepare and file with the Commission such amendments and post-effective
amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been sold; cause the 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 to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration
Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 

  
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 (iii) advise each Holder whose Transfer Restricted Securities have been included in a Shelf
Registration Statement, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become
effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or
the initiation of any proceeding for any of the preceding purposes, (D) of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any
document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall
issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; 

(iv) in the case of a Shelf Registration Statement, furnish without charge, upon request, to each selling Holder named in any
Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or
Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if
any, for a period of at least three Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated
by reference) to which a Holder of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within three Business Days after the receipt thereof (such objection to be
deemed timely made upon confirmation of telecopy transmission within such period). The objection of a Holder or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable,
as proposed to be filed, contains a material misstatement or omission. Notwithstanding the foregoing, the Company shall not be required to take any actions under this Section 6(c)(iv) that are not, in the reasonable opinion of counsel for
the Company, in compliance with applicable law; 
 (v) [reserved] 

  
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 (vi) in the case of a Shelf Registration Statement, make available at reasonable times for
inspection by the selling Holders, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such selling Holder or any of the underwriter(s), all
financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably
requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings
with investors to the extent requested by the managing underwriter(s), if any; provided that any Holder or representative thereof requesting or receiving such information shall agree to be bound by reasonable confidentiality agreements and
procedures with respect thereto; 
 (vii) in the case of a Shelf Registration Statement, if requested by any selling Holders or
the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably
request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities
being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 
 (viii) in the case of a Shelf Registration Statement, upon request, furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement,
as first filed with the Commission, and of each amendment thereto, including financial statements and schedules (without all documents incorporated by reference therein or exhibits thereto, unless requested); 

(ix) in the case of a Shelf Registration Statement, upon request, deliver to each selling Holder and each of the underwriter(s), if any,
without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; provided, that if no Registration Statement is effective or no Prospectus
is usable in accordance with the provisions of Section 6(b) hereof, the Company shall deliver to each selling Holder a notice to that effect in response to such request; each of the Company and the Guarantors hereby consents to the use (in
accordance with law) of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto; 
 (x) in the case of a Shelf Registration Statement, upon the reasonable
request of such Holder, enter into such agreements (including an underwriting agreement containing customary terms), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or
facilitate the disposition of 

  
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the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be customarily and reasonably requested by any Holder or
Holders of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and whether or not an underwriting agreement is entered into and whether or not the
registration is an Underwritten Registration, each of the Company and the Guarantors shall: 
 (A) upon the
request of any Holder, furnish to each selling Holder and each underwriter, if any, in such substance and scope as they may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of
the effectiveness of the Shelf Registration Statement: 
 (1) a certificate in customary form, dated the date of
effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the Chief Executive Officer or any Vice President and (z) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of
the date thereof, the matters set forth in Section 6(c) of the Purchase Agreements and such other matters as such parties may reasonably request; 
 (2) an opinion in customary form, dated the date of the effectiveness of the Shelf Registration Statement of counsel for the Company and the Guarantors, covering the matters customarily covered in
opinions in similar underwritten offerings and such other matters as such parties may reasonably request; and 

(3) use reasonable best efforts to obtain a customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings;

 (B) deliver such other documents and certificates as may be reasonably requested by such parties to evidence
compliance with Section 6(c)(x)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(x), if any.

 (xi) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may
request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of
the Company nor the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to
matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 

  
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 (xii) shall issue, upon the request of any Holder of Transfer Restricted Securities covered
by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities being sold by such Holder, such Exchange Securities to be registered in the name
of the purchaser(s) of such Securities, as the case may be, and in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Company for cancellation; 

(xiii) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the
underwriter(s), if any, may request at least three Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 
 (xiv) use their reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or
authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

 (xv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement
or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted
Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading; 

(xvi) provide a CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities
and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible
for deposit with the Depository Trust Company; 
 (xvii) cooperate and assist in any filings required to be made with FINRA and
in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA; 

(xviii) otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make
generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period commencing after the
effective date of the Registration Statement; 

  
 12 









 (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents
required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 
 (xx) provide
promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act, unless such document is available through the Commission’s EDGAR and/or IDEA
system. 
 (d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder
will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xv) hereof, or (ii) it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus. Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been
replaced by the Company with more recently dated Prospectuses, or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4
hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such
Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xv) hereof or shall have received the Advice; provided, however, that no such extension shall be
taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to
this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. 
 Section 7.
Registration Expenses. 
 (a) All expenses incident to the Company’s and the Guarantors’ performance of or
compliance with this Agreement will be borne by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and
expenses (including filings made by any Holder with FINRA); (ii) all fees and expenses of compliance 

  
 13 









 
with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer
and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors; and (v) all fees and disbursements of independent certified public accountants of
the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). 
 Each of the Company and the Guarantors will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors. 
 (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company
and the Guarantors, jointly and severally, will reimburse the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration
Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable and documented fees and disbursements of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Holders of a majority in
principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. 

Section 8. Indemnification. 
 (a) The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors,
partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent
lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable out-of-pocket costs of investigating, preparing, pursuing,
settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint
or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by or on behalf of the Holders expressly for use
therein. This indemnity agreement shall be in addition to any liability which the Company or any of the Guarantors may otherwise have. 

  
 14 









 In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling
person) shall promptly notify the Company and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement
except to the extent that it had been materially prejudiced by such failure. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the
Company and the Guarantors. The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the
Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each
of the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or reasonable out-of-pocket expense by reason of any settlement of any action effected with the
written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any
pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or
termination (i) includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and (ii) does not include a statement as to an admission of fault, culpability or a
failure to act, by or on behalf of the Indemnified Holder. 
 (b) By its acquisition of Transfer Restricted Securities each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors and officers of the Company and the Guarantors who sign a Registration Statement,
and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and
agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in
writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of
which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such
controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 

  
 15 









 (c) If the indemnification provided for in this Section 8 is unavailable to an
indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Issuance (which in the case of the Company and the Guarantors shall be deemed to be equal
to the total gross proceeds to the Company and the Guarantors from the Initial Issuance), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims,
damages, liabilities, judgments actions or expenses, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnified Holder, on the other
hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or any of
the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or claim. 
 The Company, the
Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) 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 the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the total discount received by such Holder with respect to the Initial Securities 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 to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint. 

  
 16 









 Section 9. Participation in Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to
approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

 Section 10. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be
selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably
satisfactory to the Company. 
 Section 11. Miscellaneous. 

(a) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into
any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of the Guarantors has previously entered into
any agreement granting any registration rights with respect to its securities to any Person. 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 the
Company’s or any of the Guarantors’ securities under any agreement in effect on the date hereof. 
 (b) Amendments
and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof
and this Section 11(c)(i), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that
relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such
Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered. 
 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery: 

  
 17 









 (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and 
 (ii) if to the Company: 

GMX Resources Inc. 
 9400 North Broadway, Suite 600 
 Oklahoma City, OK 73114 

Fax: (405) 600-0600 
 Attention: Investor Relations 
 With a copy to: 

Andrews Kurth LLP 
 600 Travis Street, Suite 4200 
 Houston, TX 77002 

Fax: (713) 220-4285 
 Attention: David C. Buck, Esq. 
 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 answered back, if telexed; when receipt 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 and assigns of each of the parties, including, without limitation, and without the need
for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent
such successor or assign acquired Transfer Restricted Securities from such Holder. 
 (e) 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.

 (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof. 
 (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF. 

  
 18 









 (h) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be
affected or impaired thereby. 
 (i) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter. 
 [Signature Page to Follow] 

  
 19 









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

							
		 		 	GMX RESOURCES INC.
				
		 		 	By:	 	/s/ James A. Merrill    
		 		 		 	Name: James A. Merrill
		 		 		 	Title: Chief Financial Officer

  

							
		 		 	ENDEAVOR PIPELINE INC.
				
		 		 	By:	 	/s/ James A. Merrill    
		 		 		 	Name: James A. Merrill
		 		 		 	Title: Vice President

  

							
		 		 	DIAMOND BLUE DRILLING CO.
				
		 		 	By:	 	/s/ James A. Merrill    
		 		 		 	Name: James A. Merrill
		 		 		 	Title: Vice President

 [Signature Page to Registration Rights Agreement] 







 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written: 
  

									
	 CHATHAM ASSET MANAGEMENT, LLC,
 not in its individual capacity, but solely as
 investment advisor to the funds and accounts
listed
 in Annex I
	 		 	HOWARD KAMINSKY
					
	By:	 	/s/ Kevin O’Malley	 		 	By:	 	/s/ Howard Kaminsky
	 Name:
 Title:
	 	 Kevin O’Malley

Member
	 		 	 Name:
 Title:
	 	 Howard Kaminsky

Investor


  

									
	KAMINSKY FAMILY DYNASTY TRUST	 		 	 J.P. MORGAN INVESTMENT MANAGEMENT INC.,
 not in its individual capacity, but solely as
 investment advisor to the funds and accounts
listed
 in Annex II

					
	By:	 	/s/ Alan Steinfeld	 		 	By:	 	/s/ Robert Cook
	 Name:
 Title:
	 	 Alan Steinfeld

Trustee
	 		 	 Name:
 Title:
	 	 Robert Cook
 Managing
Director


  

									
	 UBS O’CONNOR LLC
 not in its individual capacity, but solely as
 investment advisor to the funds and accounts
listed
 in Annex III
	 		 	 WHITEBOX ADVISORS, LLC,
 not in its individual capacity, but solely as
 investment advisor to the funds and accounts
listed
 in Annex IV

					
	By:	 	/s/ Ned Galbally	 		 	By:	 	/s/ Mark Strefling
	 Name:
 Title:
	 	 Ned Galbally
 Executive
Director
	 		 	 Name:
 Title:
	 	 Mark Strefling

CLO

					
	By:	 	/s/ Jeff Richmond	 		 		 	
	 Name:
 Title:
	 	 Jeff Richmond

Director
	 		 		 	

  

									
	 OMEGA CAPITAL PARTNERS, L.P.
 By: Omega Associates, LLC
	 		 	 OMEGA CAPITAL INVESTORS, L.P.
 By: Omega Associates, LLC

					
	By:	 	/s/ Edward Levy	 		 	By:	 	/s/ Edward Levy
	 Name:
 Title:
	 	 Edward Levy

CFO
	 		 	 Name:
 Title:
	 	 Edward Levy

CFO


  

									
	OMEGA OVERSEAS PARTNERS, LTD.	 		 	 OMEGA OVERSEAS PARTNERS, LTD,
 SUB A/C LC

					
	By:	 	/s/ Edward Levy	 		 	By:	 	/s/ Isabella L. Pearson
	 Name:
 Title:
	 	 Edward Levy

CFO
	 		 	 Name:
 Title:
	 	 Isabella L. Pearson

Secretary


 [Signature Page to Registration Rights Agreement]