Exhibit 10.2


    
      

    

    Exhibit
      10.2

    EXECUTION
      COPY

    


    


    


    REGISTRATION
      RIGHTS AGREEMENT

    


    


    by
      and
      among

    


    


    Brigham
      Exploration Company

    Brigham,
      Inc.

    Brigham
      Oil & Gas, L.P.

    


    


    and

    


    


    Banc
      of America Securities LLC

    Credit
      Suisse Securities (USA) LLC

     

     

     

    Dated
      as
      of April 9, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Registration
      Rights Agreement

    


    


    This
      Registration Rights Agreement (this “Agreement”) is made and entered into as of
      April 9, 2007, by and among Brigham Exploration Company, a Delaware corporation
      (the “Company”), Brigham, Inc., a Nevada corporation and Brigham Oil & Gas,
      L.P., a Delaware limited partnership (collectively, with Brigham, Inc., the
      “Guarantors”), and Banc of America Securities LLC and Credit Suisse Securities
      (USA) LLC (collectively, the “Initial Purchasers”), each of whom has agreed to
      purchase the Company’s 9 5⁄8% Senior Notes due 2014 (the “Initial Notes”) fully
      and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to
      the Purchase Agreement (as defined below). The Initial Notes and the Guarantees
      attached thereto are herein collectively referred to as the “Initial
      Securities.”

    


    This
      Agreement is made pursuant to the Purchase Agreement, dated March 30, 2007
      (the
“Purchase Agreement”), among the Company, the Guarantors and the Initial
      Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the
      benefit of the holders from time to time of the Initial Securities, including
      the Initial Purchasers. In order to induce the Initial Purchasers to purchase
      the Initial Securities, the Company has agreed to provide the registration
      rights set forth in this Agreement. The execution and delivery of this Agreement
      is a condition to the obligations of the Initial Purchasers set forth in Section
      5(h) of the Purchase Agreement.

    


    The
      parties hereby agree as follows:

    


    SECTION
      1. 
Definitions.
      In
      addition to other terms defined herein, as used in this Agreement, the following
      capitalized terms shall have the following meanings:

    


    Additional
      Interest Payment Date: With
      respect to the Initial Securities, each Interest Payment Date.

    


    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. 

    


    Closing
      Date: The
      date
      of this Agreement.

    


    Commission:
      The
      Securities and Exchange Commission.

    


    Company:
      As
      defined in the preamble hereto.

    


    Consummate:
      A
      registered 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 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 tendered by Holders thereof pursuant to the Exchange
      Offer.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Effectiveness
      Target Date: As
      defined in Section 5 hereof.

    


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

    


    Exchange
      Offer: The
      registration by the Company under the Securities Act 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.

    


    Exempt
      Resales: The
      transactions in which the Initial Purchasers propose to sell the Initial
      Securities to certain “qualified institutional buyers,” as such term is defined
      in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant
      to Regulation S under the Securities Act. 

    


    Exchange
      Securities: The
      9 5⁄8%
      Senior Notes due 2014, of the same series under the Indenture as the Initial
      Securities, to be issued to Holders in exchange for Transfer Restricted
      Securities pursuant to this Agreement.

    


    Guarantees:
      As
      defined in the preamble hereto.

    


    Guarantors:
      As
      defined in the preamble hereto.

    


    Holders:
      As
      defined in Section 2(b) hereof.

    


    Indemnified
      Holder: As
      defined in Section 9(a) hereof.

    


    Indenture:
      The
      Indenture, dated as of April 20, 2006, by and among the Company, the Guarantors
      and Wells Fargo Bank, N.A., as trustee (the “Trustee”), pursuant to which the
      Securities are to be issued, as such Indenture is amended or supplemented from
      time to time in accordance with the terms thereof.

    


    Initial
      Purchasers: As
      defined in the preamble hereto.

     

    Initial
      Notes: As
      defined in the preamble hereto.

    


    Initial
      Placement: The
      issuance and sale by the Company of the Initial Securities to the Initial
      Purchasers pursuant to the Purchase Agreement.

    


    Initial
      Securities: As
      defined in the preamble hereto.

    


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


    
      
        
        

      

      
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    Issuer
      Free Writing Prospectus:
      As
      defined in Section 4(c) hereof.

    


    Market-Maker:
      As
      defined in Section 6 hereof.

    


    Market-Maker’s
      Information: As
      defined in Section 6 hereof.

    


    Market-Making
      Registration: As
      defined in Section 6 hereof.

    


    Market-Making
      Registration Statement: As
      defined in Section 6 hereof.

    


    NASD:
      NASD
      Inc.

    


    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 relating to (a) an offering of Exchange
      Securities pursuant to an Exchange Offer, (b) the registration for resale of
      Transfer Restricted Securities pursuant to the Shelf Registration Statement,
      or
      (c) the Market-Making Registration, which is filed pursuant to the provisions
      of
      this Agreement, in each case, including the Prospectus included therein, all
      amendments and supplements thereto (including post-effective amendments) and
      all
      exhibits and material incorporated by reference therein. Notwithstanding the
      foregoing, solely for purposes of Section 7(c) hereof, the Market Making
      Registration Statement is excluded from this definition of “Registration
      Statement.”

    


    Rule
      430B Information: Any
      information included in a Prospectus that was omitted from the Registration
      Statement at the time it became effective but that is deemed to be part of
      and
      included in such Registration Statement pursuant to Rule 430B under the 1933
      Act.

    


    Securities:
      The
      Initial Securities and the Exchange Securities.

    


    Securities
      Act: The
      Securities Act of 1933, as amended.

    


    Shelf
      Filing Deadline: As
      defined in Section 4(a) hereof.

    


    Shelf
      Registration Statement: As
      defined in Section 4(a) hereof.

    


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


    
      
        
        

      

      
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    Transfer
      Restricted Securities: Each
      Initial Security, until the earliest to occur of (a) the date on which such
      Initial Security is exchanged in the Exchange Offer for an Exchange Security
      entitled to be resold to the public by the Holder thereof without complying
      with
      the prospectus delivery requirements of the Securities Act, (b) the date on
      which such Initial Security has been effectively registered under the Securities
      Act and disposed of in accordance with a Shelf Registration Statement, (c)
      the
      date on which such Initial Security is distributed to the public pursuant to
      Rule 144 under the Securities Act or by a Broker-Dealer pursuant to the “Plan of
      Distribution” contemplated by the Exchange Offer Registration Statement
      (including delivery of the Prospectus contained therein), and (d) the date
      on
      which such Initial Security may be resold without restriction pursuant to Rule
      144(k) under the Securities Act.

    


    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. Holders may include
      one or more of the Initial Purchasers from time to time.

    


    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 7(a) hereof have
      been complied with), each of the Company and the Guarantors shall use their
      reasonable best efforts to (i) cause to be filed with the Commission as soon
      as
      practicable after the Closing Date, but in no event later than 90 days after
      the
      Closing Date (or if such 90th day is not a Business Day, the next succeeding
      Business Day), a Registration Statement under the Securities Act relating to
      the
      Exchange Securities and the Exchange Offer, (ii) cause such Registration
      Statement to become effective at the earliest possible time, but in no event
      later than 180 days after the Closing Date (or if such 180th day is not a
      Business Day, the next succeeding Business Day), (iii) in connection with the
      foregoing, (A) file all pre-effective amendments to such Registration Statement
      as may be necessary in order to cause such Registration Statement to become
      effective, (B) if applicable, file a post-effective amendment to such
      Registration Statement pursuant to Rule 430A under the Securities Act and (C)
      cause all necessary filings 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, and (iv) upon the effectiveness of such Registration
      Statement, commence the Exchange Offer. The Exchange Offer 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.


    
      
        
        

      

      
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    (b) 
      The Company and the Guarantors shall 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 30 days (or longer if required by
      applicable law) 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. The Company shall use its reasonable best efforts to cause the
      Exchange Offer to be Consummated on the earliest practicable date after the
      Exchange Offer Registration Statement has become effective, but in no event
      later than 210 days after the Closing Date (or if such 210th day is not a
      Business Day, the next succeeding Business Day).

    


    (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 Initial Securities that are Transfer Restricted
      Securities and that were acquired for its own account as a result of
      market-making activities or other trading activities (other than Transfer
      Restricted Securities acquired directly from the Company), may exchange such
      Initial Securities pursuant to the Exchange Offer; however, 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 any resales of the Exchange Securities
      received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
      requirement may be satisfied by the delivery by such Broker-Dealer of the
      Prospectus contained in the Exchange Offer Registration Statement. 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 Initial Securities held
      by
      any such Broker-Dealer except to the extent required by the Commission as a
      result of a change in policy after the date of this Agreement.

    


    Each
      of
      the Company and the Guarantors shall use its reasonable best efforts to keep
      the
      Exchange Offer Registration Statement continuously effective, supplemented
      and
      amended as required by the provisions of Section 7(c) hereof to the extent
      necessary to ensure that it is available for resales of Initial 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.

    


    The
      Company shall provide sufficient copies of the latest version of such Prospectus
      to Broker-Dealers promptly upon request at any time during such 180-day (or
      shorter as provided in the foregoing sentence) period in order to facilitate
      such resales.


    
      
        
        

      

      
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    (d) 
      As a condition to its participation in the Exchange Offer pursuant to the terms
      of this Agreement, each Holder of Transfer Restricted Securities shall furnish,
      upon the request of the Company, prior to the Consummation thereof, a written
      representation to the Company (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, (D) at the time of the commencement of the Exchange
      Offer, such Holder will have no arrangement or understanding with any Person
      to
      participate in the distribution (within the meaning of the Securities Act)
      of
      the Exchange Securities in violation of the provisions of the Securities Act,
      and (E) if such Holder is a Broker-Dealer that will receive Exchange Securities
      for its own account in exchange for Transfer Restricted Securities that were
      acquired as a result of market-making or other trading activities, that it
      will
      deliver a Prospectus in connection with any resale 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. 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
      (available May 13, 1988), as interpreted in the Commission’s letter to Shearman
& Sterling dated July 2, 1993, and similar no-action letters (which may
      include any no-action letter obtained pursuant to clause (i) above), 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 Initial Securities acquired
      by such Holder directly from the Company.

    


    SECTION
      4. 
Shelf
      Registration. 

    


    (a) 
      Shelf
      Registration. If
      (i)
      the Company is not required to file an Exchange Offer Registration Statement
      or
      to consummate the Exchange Offer because the Exchange Offer is not permitted
      by
      applicable law or Commission policy (after the procedures set forth in Section
      7(a) hereof have been complied with), (ii) for any reason the Exchange Offer
      is
      not Consummated within 210 days after the Closing Date (or if such 210th day
      is
      not a Business Day, the next succeeding Business Day), or (iii) with respect
      to
      any Holder of Transfer Restricted Securities which notifies the Company in
      writing prior to the 20th day following the Consummation of the Exchange Offer
      (A) such Holder is prohibited by applicable law or Commission policy from
      participating in the Exchange Offer, or (B) 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 Exchange Offer
      Registration Statement is not appropriate or available for such resales by
      such
      Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities
      acquired directly from the Company or one of its affiliates, the Company and
      the
      Guarantors shall

    


    (x) 
      cause to be filed 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”) as promptly as
      practicable, and in any event on or prior to the earliest to occur of (1) the
      30th day after the date on which the Company determines that it is not required
      to file the Exchange Offer Registration Statement, (2) the 240th day after
      the
      Closing Date (in the case of clause (ii) above) (or if such 240th day is not
      a
      Business Day, the next succeeding Business Day) and (3) the 30th day after
      the
      date on which the Company receives notice from a Holder of Transfer Restricted
      Securities or an Initial Purchaser as contemplated by clause (iii) above (such
      earliest date being the “Shelf Filing 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; and


    
      
        
        

      

      
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    (y) 
      use their reasonable best efforts to cause such Shelf Registration Statement
      to
      be declared effective by the Commission on or before the 60th day after the
      Shelf Filing Deadline (or if such 60th day is not a Business Day, the next
      succeeding Business Day).

    


    Each
      of
      the Company and the Guarantors shall use its reasonable best efforts to keep
      such Shelf Registration Statement continuously effective, supplemented and
      amended as required by the provisions of Sections 7(b) and (c) hereof to the
      extent necessary to ensure that it is available for resales of Transfer
      Restricted Securities by the Holders entitled to the benefit of this Section
      4(a), 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 of at least two years following the
      effective date of such Shelf Registration Statement (or shorter period that
      will
      terminate when all the Initial 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 20 Business
      Days after receipt of a request therefor, such information as the Company may
      reasonably request for use in connection with any Shelf Registration Statement
      or Prospectus or preliminary Prospectus included therein. By acquiring the
      Initial Securities, each Holder agrees to provide the indemnity set forth in
      Section 9(b) hereof with respect to the information such Holder furnishes to
      the
      Company expressly for use in any Shelf Registration Statement. 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.

    


    (c) 
      Issuer
      Free Writing Prospectuses.
      The
      Company represents that any Issuer Free Writing Prospectus will not include
      any
      information that conflicts with the information contained in the Shelf
      Registration Statement or the Prospectus and, any Issuer Free Writing
      Prospectus, when taken together with the information in the Shelf Registration
      Statement and the Prospectus, will not include any untrue statement of a
      material fact or omit to state any material fact necessary in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading.


    
      
        
        

      

      
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    SECTION
      5. 
Additional
      Interest. If
      (i)
      the Exchange Offer Registration Statement or any Shelf Registration Statement
      required by this Agreement is not filed with the Commission on or prior to
      the
      date specified for such filing in this Agreement, (ii) the Exchange Offer
      Registration Statement or any Shelf Registration Statement has not been declared
      effective by the Commission on or prior to the date specified for such
      effectiveness in this Agreement (the “Effectiveness Target Date”), (iii) the
      Exchange Offer has not been Consummated on or prior to the date specified for
      such consummation in this Agreement or (iv) any Exchange Offer Registration
      Statement or Shelf Registration Statement required by this Agreement is filed
      and declared effective but shall thereafter cease to be effective or fail to
      be
      usable for its intended purpose for more than 30 days (each such event referred
      to in clauses (i) through (iv), 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 during which such Registration
      Default continues, but in no event shall such increase exceed 1.00% per annum.
      Following the cure of all Registration Defaults relating to any 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; provided,
      however,
      that, if
      after any such reduction in interest rate, a different Registration Default
      occurs, the interest rate borne by the relevant Transfer Restricted Securities
      shall again be increased pursuant to the foregoing provisions.

    


    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. Notwithstanding the foregoing, (i) the amount
      of additional interest payable shall not increase because more than one
      Registration Default has occurred and is pending, and (ii) a Holder of Transfer
      Restricted Securities or Exchange Securities who is not entitled to the benefits
      of the Shelf Registration Statement shall not be entitled to additional interest
      with respect to a Registration Default that pertains to the Shelf Registration
      Statement.

    


    SECTION
      6. 
Market-Making
      Registration. 

    


    (a) 
      For the sole benefit of Credit Suisse Securities (USA) LLC (in such capacity,
      the “Market-Maker”) or any of its affiliates (as defined in the rules and
      regulations of the Commission), so long as (x) any of the Transfer Restricted
      Securities or Exchange Securities are outstanding and (y) the Market-Maker
      or
      any of its affiliates is an affiliate of the Company, the Guarantors or any
      of
      their respective affiliates and the Market-Maker proposes to make a market
      in
      the Transfer Restricted Securities or Exchange Securities as part of its
      business in the ordinary course, the following provisions shall apply for the
      sole benefit of the Market-Maker: 

    


    (i) 
      The Company and the Guarantors shall file under the Securities Act a
      registration statement (which may be the Exchange Offer Registration Statement
      or the Shelf Registration Statement if permitted by the rules and regulations
      of
      the Commission), in a form reasonably acceptable to the Market-Maker (such
      filing, the “Market-Making Registration,” and such registration statement, the
“Market-Making Registration Statement”). The Company and the Guarantors agree to
      use their reasonable best efforts to cause the Market-Making Registration
      Statement to be declared effective on or prior to (i) the date the Exchange
      Offer is completed pursuant to Section 3 above or (ii) the date the Shelf
      Registration becomes or is declared effective pursuant to Section 4 above,
      and
      to keep such Market-Making Registration Statement continuously effective for
      so
      long as the Market-Maker may be required to deliver a Prospectus in connection
      with transactions in the Securities or the Exchange Securities, as the case
      may
      be. In the event that the Market-Maker holds Securities at the time an Exchange
      Offer is to be conducted under Section 3 above, the Company and the Guarantors
      agree that the Market-Making Registration shall, if permitted by Commission
      rules and regulations, provide for the resale by the Market-Maker of such
      Securities and shall be kept continuously effective for so long as the
      Market-Maker may be required to deliver a Prospectus in connection with the
      sale
      of such Securities. The Company and the Guarantors further agree to supplement
      or make amendments to the Market-Making Registration Statement, as and when
      required by the rules, regulations or instructions applicable to the
      registration form used by the Company and the Guarantors for such Market-Making
      Registration Statement, and the Company and the Guarantors agree to furnish
      to
      the Market-Maker copies of any such supplement or amendment prior to its being
      used or promptly following its filing with the Commission.


    
      
        
        

      

      
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    (ii) 
      Notwithstanding the foregoing, the Company may suspend the offering and sale
      under the Market-Making Registration Statement for a period or periods that
      the
      Board of Directors of the Company reasonably determines to be advisable for
      valid business reasons, but in any event not to exceed 60 days (or such period
      as otherwise acceptable to the Market-Maker) in each year during which the
      Market-Making Registration Statement is required to be effective and usable
      hereunder (measured from the effective time of the Market-Making Registration
      Statement to successive anniversaries thereof) if (A) (i) the Board of Directors
      of the Company determines in good faith that such action is in the best
      interests of the Company or (ii) the Market Making Registration Statement,
      Prospectus or amendment or supplement thereto contains an untrue statement
      of a
      material fact or omits to state a material fact necessary in order to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading, and (B) the Company notifies the Market-Maker within five days
      after such Board of Directors makes the relevant determination set forth in
      clause (A).

    


    (iii) 
      The Company shall notify the Market-Maker (A) when any post-effective amendment
      to the Market-Making Registration Statement or any amendment or supplement
      to
      the related Prospectus has been filed, and, with respect to any post-effective
      amendment, when the same has become effective; (B) of any request by the
      Commission for any post-effective amendment to the Market-Making Registration
      Statement, any supplement or amendment to the related Prospectus or for
      additional information; (C) the issuance by the Commission of any stop order
      suspending the effectiveness of the Market-Making Registration Statement or
      the
      initiation of any proceedings for that purpose; (D) of the receipt by the
      Company of any notification with respect to the suspension of the qualification
      of the Transfer Restricted Securities or Exchange Securities for sale in any
      jurisdiction or the initiation or threatening of any proceedings for such
      purpose; and (E) within 5 days after the happening of any event that results
      in
      the Market-Making Registration Statement, the related Prospectus or any
      amendment or supplement containing an untrue statement of a material fact or
      omitting to state a material fact necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

    


    (iv) 
      If any event contemplated by Section 6(a)(iii)(B) through (E) occurs during
      the
      period for which the Company and the Guarantors are required to maintain an
      effective Market-Making Registration Statement, the Company and the Guarantors
      shall promptly prepare and file with the Commission a post-effective amendment
      to the Market-Making Registration Statement or a supplement to the related
      Prospectus or file any other required document so that the Prospectus will
      not
      include an untrue statement of a material fact or omit to state a material
      fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.


    
      
        
        

      

      
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    (v)
       In the event of the issuance of any stop order suspending the
      effectiveness of the Market-Making Registration Statement or of any order
      suspending the qualification of the Transfer Restricted Securities or Exchange
      Securities for sale in any jurisdiction, the Company and the Guarantors shall
      promptly use their reasonable best efforts to obtain its
      withdrawal.

    


    (vi)
       The Company shall furnish to the Market-Maker, without charge, (i) at
      least one conformed copy of the Market-Making Registration Statement and any
      post-effective amendment thereto; and (ii) as many copies of the related
      Prospectus and any amendment or supplement thereto as the Market-Maker may
      reasonably request.

    


    (vii)
       The Company and the Guarantors shall consent to the use of the Prospectus
      contained in the Market-Making Registration Statement or any amendment or
      supplement thereto by the Market-Maker in connection with its market-making
      activities.

    


    (viii) 
      Notwithstanding the foregoing provisions of this Section 6, the Company may
      for
      valid business reasons, including without limitation, a potential acquisition,
      divestiture of assets or other material corporate transaction, or if required
      under the Securities Act or Exchange Act, issue a notice that the Market-Making
      Registration Statement is no longer effective or the Prospectus included therein
      is no longer usable for offers and sales of Transfer Restricted Securities
      or
      Exchange Securities and may issue any notice suspending use of the Market-Making
      Registration Statement required under applicable securities laws to be issued
      for so long as valid business reasons exist and the Company shall not be
      obligated to amend or supplement the Market-Making Registration Statement or
      the
      Prospectus included therein until it reasonably deems appropriate. The
      Market-Maker agrees that upon receipt of any notice from the Company pursuant
      to
      this Section 6(a)(viii), it will discontinue use of the Market-Making
      Registration Statement until receipt of copies of the supplemented or amended
      Prospectus relating thereto and until advised in writing by the Company that
      the
      use of the Market-Making Registration Statement may be resumed.

    


    (b)
       In connection with the Market-Making Registration, the Company shall (i)
      make reasonably available for inspection by a representative of, and counsel
      acting for, the Market-Maker all relevant financial and other records, pertinent
      corporate documents and properties of the Company and the Guarantors and (ii)
      use its reasonable best efforts to have its officers, directors, employees,
      accountants and counsel supply all relevant information reasonably requested
      by
      such representative or counsel or the Market-Maker.

    


    (c) 
      Prior to the effective date of the Market-Making Registration Statement, the
      Company and the Guarantors will use their reasonable best efforts to register
      or
      qualify such Transfer Restricted Securities or Exchange Securities for offer
      and
      sale under the securities or blue sky laws of such jurisdictions as the
      Market-Maker reasonably requests in writing and do any and all other acts or
      things necessary or advisable to enable the offer and sale in such jurisdictions
      of the Transfer Restricted Securities or Exchange Securities covered by the
      Market-Making Registration Statement; provided
      that the
      Company and the Guarantors will not be required to qualify generally to do
      business in any jurisdiction where they are not then so qualified or to take
      any
      action which would subject them to general service of process or to taxation
      in
      any such jurisdiction where they are not then so subject.


    
      
        
        

      

      
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    (d) 
      The Company represents that the Market-Making Registration Statement, any
      post-effective amendments thereto, any amendments or supplements to the related
      Prospectus and any documents filed by them under the Exchange Act will, when
      they become effective or are filed with the Commission, as the case may be,
      conform in all material respects to the requirements of the Securities Act
      and
      the Exchange Act and the rules and regulations of the Commission thereunder
      and
      will not, as of the effective date of such Market-Making Registration Statement
      or post-effective amendments and as of the filing date of amendments or
      supplements to such Prospectus or filings under the Exchange Act, 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 light of
      the
      circumstances under which they were made, not misleading; provided
      that no
      representation or warranty is made as to information contained in or omitted
      from the Market-Making Registration Statement or the related Prospectus in
      reliance upon and in conformity with written information furnished to the
      Company by the Market-Maker specifically for inclusion therein, which
      information the parties hereto agree will be limited to the statements
      concerning the market-making activities of the Market-Maker to be set forth
      on
      the cover page and in the “Plan of Distribution” section of the Prospectus (the
“Market-Maker’s Information”).

    


    (e) 
      At the time of effectiveness of the Market-Making Registration Statement (unless
      it is the same as the time of effectiveness of the Exchange Offer Registration
      Statement) and concurrently with each time the Market-Making Registration
      Statement or the related Prospectus shall be amended or such Prospectus shall
      be
      supplemented, the Company shall notify the Market-Maker and its counsel
      that:

    


    (i) 
      the Market-Making Registration Statement has been declared
      effective;

    


    (ii) 
      in the case of an amendment or supplement, such amendment has become effective
      under the Securities Act, and if required, such amendment or supplement to
      the
      Prospectus was filed with the Commission pursuant to the subparagraph of Rule
      424(b) under the Securities Act; and

    


    (iii)
       if requested by the Market-Maker after notice has been provided pursuant
      to clauses (i) or (ii) above, as of the date of the Market-Making Registration
      Statement, amendment or supplement, as applicable, the Market-Making
      Registration Statement and the Prospectus, as amended or supplemented, if
      applicable, did not include any untrue statement of a material fact and did
      not
      omit to state a material fact required to be stated therein or necessary to
      make
      the statements therein not misleading. 

    


    (f) 
      The Company and the Guarantors, on the one hand, and the Market-Maker, on the
      other hand, hereby agree to indemnify each other, and, if applicable, contribute
      to the other, in accordance with Section 9 of this Agreement.


    
      
        
        

      

      
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    (g) 
      The Company and the Guarantors will comply with the provisions of this Section
      6
      at their own expense and will reimburse the Market-Maker for its reasonable
      expenses associated with this Section 6 (including reasonable fees of
      counsel).

    


    (h)
       The agreements contained in this Section 6 and the representations,
      warranties and agreements contained in this Agreement shall survive all offers
      and sales of the Transfer Restricted Securities or Exchange Securities and
      shall
      remain in full force and effect for so long as any of the Transfer Restricted
      Securities or Exchange Securities are outstanding, regardless of any termination
      or cancellation of this Agreement or any investigation made by or on behalf
      of
      any indemnified party.

    


    (i) 
      For purposes of this Section 6, any reference to the terms “amend,” “amendment”
or “supplement” with respect to the Market-Making Registration Statement or the
      Prospectus contained therein shall be deemed to refer to and include the filing
      under the Exchange Act of any document deemed to be incorporated therein by
      reference.

    


    SECTION
      7.
 Registration
      Procedures. 

    


    (a) 
      Exchange
      Offer Registration Statement. In
      connection with the Exchange Offer, the Company and the Guarantors shall comply
      with all of the provisions of Section 7(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.

    


    (b)
       Shelf
      Registration Statement. In
      connection with the Shelf Registration Statement, each of the Company and the
      Guarantors shall comply with all the provisions of Section 7(c) hereof and
      shall
      use its 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 Exchange
      Offer Registration Statement, any Shelf Registration Statement
      and any
      Prospectus related thereto required by this Agreement to permit the sale or
      resale of Transfer Restricted Securities (including, without limitation, any
      Exchange Offer Registration Statement, any Shelf Registration Statement and
      the
      related Prospectus required to permit resales of Initial Securities by
      Broker-Dealers), each of the Company and the Guarantors shall:

    


    (i) 
      use its 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, in the case of either clause (A) or (B), use its 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;


    
      
        
        

      

      
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    (ii) 
      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 provisions of Rules
      424
      and 430A under the Securities Act, to the extent applicable, 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;

    


    (iii) 
      advise the underwriter(s), if any, and selling Holders promptly and, if
      requested by such Persons, to confirm such advice in writing, (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
      existence of any fact or 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
      its reasonable best efforts to obtain the withdrawal or lifting of such order
      at
      the earliest possible time;


    
      
        
        

      

      
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    (iv)
       furnish without charge to each of the Initial Purchasers, 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 an Initial Purchaser 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 an Initial Purchaser 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;

    


    (v) 
      promptly prior to the filing of any document that is to be incorporated by
      reference into a Registration Statement or Prospectus, provide copies of such
      document to the Initial Purchasers, each selling Holder named in any
      Registration Statement, and to the underwriter(s), if any, make the Company’s
      and the Guarantors’ management, officers and other representatives available for
      discussion of such document and other customary due diligence matters, and
      include such information in such document prior to the filing thereof as such
      selling Holders or underwriter(s), if any, reasonably may request;

    


    (vi) 
      make available at reasonable times for inspection by the Initial Purchasers,
      the
      managing underwriter(s), if any, participating in any disposition pursuant
      to
      such Registration Statement and any attorney or accountant retained by such
      Initial Purchasers 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 any Holder, the Initial Purchasers or
      the
      managing underwriter(s), if any;

    


    (vii)
       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;


    
      
        
        

      

      
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    (viii) 
      cause the Transfer Restricted Securities covered by the Registration Statement
      to be rated with the appropriate rating agencies, if so requested by the Holders
      of a majority in aggregate principal amount of Securities covered thereby or
      the
      underwriter(s), if any;

    


    (ix) 
      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, all documents incorporated by reference therein and all exhibits
      (including exhibits incorporated therein by reference);

    


    (x) 
      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;
      each of the Company and the Guarantors hereby consents to the use 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;

    


    (xi) 
      enter into such agreements (including an underwriting agreement), and make
      such
      representations and warranties, and take all such other actions in connection
      therewith in order to expedite or facilitate the disposition of the Transfer
      Restricted Securities pursuant to any Registration Statement contemplated by
      this Agreement, all to such extent as may be requested by any Holder 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) 
      furnish to each Initial Purchaser, each selling Holder and each underwriter,
      if
      any, in such substance and scope as they may request and as are customarily
      made
      by issuers to underwriters in primary underwritten offerings, upon the date
      of
      the Consummation of the Exchange Offer and, if applicable, the effectiveness
      of
      the Shelf Registration Statement:

    


    (1) 
      a certificate, dated the date of Consummation of the Exchange Offer or the
      date
      of effectiveness of the Shelf Registration Statement, as the case may be, signed
      by (y) the President or any Vice President and (z) a principal financial or
      accounting officer of each of the Company and the Guarantors, confirming, as
      of
      the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of
      Section 5(e) of the Purchase Agreement and such other matters as such parties
      may reasonably request;


    
      
        
        

      

      
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    (2) 
      an opinion, dated the date of Consummation of the Exchange Offer or the date
      of
      effectiveness of the Shelf Registration Statement, as the case may be, of
      counsel for the Company and the Guarantors, covering the matters set forth
      in
      Section 5(c) of the Purchase Agreement and such other matter as such parties
      may
      reasonably request, and in any event including a statement to the effect that
      such counsel has participated in conferences with officers and other
      representatives of the Company and the Guarantors, representatives of the
      independent public accountants for the Company and the Guarantors,
      representatives of the underwriter(s), if any, and counsel to the
      underwriter(s), if any, in connection with the preparation of such Registration
      Statement and the related Prospectus and have considered the matters required
      to
      be stated therein and the statements contained therein, although such counsel
      has not independently verified the accuracy, completeness or fairness of such
      statements; and that such counsel advises that, on the basis of the foregoing,
      no facts came to such counsel’s attention that caused such counsel to believe
      that the applicable Registration Statement, at the time such Registration
      Statement or any post-effective amendment thereto became effective, and, in
      the
      case of the Exchange Offer Registration Statement, as of the date of
      Consummation, contained an untrue statement of a material fact or omitted to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading, or that the Prospectus contained in such
      Registration Statement as of its date and, in the case of the opinion dated
      the
      date of Consummation of the Exchange Offer, as of the date of Consummation,
      contained an untrue statement of a material fact or omitted to state a material
      fact necessary in order to make the statements therein not misleading. Without
      limiting the foregoing, such counsel may state further that such counsel assumes
      no responsibility for, and has not independently verified, the accuracy,
      completeness or fairness of the financial statements, notes and schedules and
      other financial data and statistical data derived from such financial
      statements, notes and schedules and other financial, oil and gas reserves or
      prospects or production data included in any Registration Statement contemplated
      by this Agreement or the related Prospectus; and

    


    (3) 
      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, and covering or affirming the matters set forth in
      the
      comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement,
      without exception;

    


    (B) 
      set forth in full or incorporate by reference in the underwriting agreement,
      if
      any, the indemnification provisions and procedures of Section 9 hereof with
      respect to all parties to be indemnified pursuant to said Section;
      and

    


    (C) 
      deliver such other documents and certificates as may be reasonably requested
      by
      such parties to evidence compliance with Section 7(c)(xi)(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
      7(c)(xi), if any.


    
      
        
        

      

      
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    If
      at any
      time the representations and warranties of the Company and the Guarantors
      contemplated in Section 7(c)(xi)(A)(1) hereof cease to be true and correct,
      the
      Company or the Guarantors shall so advise the Initial Purchasers and the
      underwriter(s), if any, and each selling Holder promptly and, if requested
      by
      such Persons, shall confirm such advice in writing;

    


    (xii) 
      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 or 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;

    


    (xiii)
       shall issue, upon the request of any Holder of Initial Securities covered
      by the Exchange Offer Registration Statement, Exchange Securities having an
      aggregate principal amount equal to the aggregate principal amount of Initial
      Securities surrendered to the Company by such Holder in exchange therefor or
      being sold by such Holder; such Exchange Securities to be registered in the
      name
      of such Holder or in the name of the purchaser(s) of such Exchange Securities,
      as the case may be; in return, the Initial Securities held by such Holder shall
      be surrendered to the Company for cancellation;

    


    (xiv) 
      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 two Business Days prior to any sale of Transfer Restricted
      Securities made by such Holders or underwriter(s);

    


    (xv)
       use its 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 7(c)(xii) hereof;

    


    (xvi) 
      if any fact or event contemplated by Section 7(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;


    
      
        
        

      

      
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    (xvii) 
      provide a CUSIP number for all Transfer Restricted Securities not later than
      the
      effective date of the Registration Statement covering such Transfer Restricted
      Securities and provide the Trustee under the Indenture with printed certificates
      for such Transfer Restricted Securities which are in a form eligible for deposit
      with the Depository Trust Company and take all other reasonable action necessary
      to ensure that all such Transfer Restricted Securities are eligible for deposit
      with the Depository Trust Company;

    


    (xviii) 
      cooperate and assist in any filings required to be made with the NASD 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 the NASD, and use its reasonable
      best efforts to cause such Registration Statement to become effective and
      approved by such governmental agencies or authorities as may be necessary to
      enable the Holders selling Transfer Restricted Securities to consummate the
      disposition of such Transfer Restricted Securities;

    


    (xix) 
      otherwise use its 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 (which need not be audited) for the twelve-month period
      (A) commencing at the end of any fiscal quarter in which Transfer Restricted
      Securities are sold to underwriters in a firm commitment or best efforts
      Underwritten Offering or (B) if not sold to underwriters in such an offering,
      beginning with the first month of the Company’s first fiscal quarter commencing
      after the effective date of the Registration Statement;

    


    (xx) 
      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; 

    


    (xxi) 
      cause all Securities covered by the Registration Statement to be listed on
      each
      securities exchange or automated quotation system on which similar securities
      issued by the Company are then listed if requested by the Holders of a majority
      in aggregate principal amount of Initial Securities or the managing
      underwriter(s), if any; and

    


    (xxii) 
      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.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Each
      Holder agrees by acquisition of a Transfer Restricted Security that, upon
      receipt of any notice from the Company of the existence of any fact of the
      kind
      described in Section 7(c)(iii)(D) hereof, such Holder will forthwith discontinue
      disposition of Transfer Restricted Securities pursuant to the applicable
      Registration Statement until such Holder’s receipt of the copies of the
      supplemented or amended Prospectus contemplated by Section 7(c)(xvi) hereof,
      or
      until 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.
      If so
      directed by the Company, each Holder will 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
      7(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 7(c)(xvi) 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
      8. 
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 Initial Purchaser or Holder with
      the
      NASD (and, if applicable, the fees and expenses of any “qualified independent
      underwriter” and its counsel that may be required by the rules and regulations
      of the NASD)); (ii) all fees and expenses of compliance 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, the
      Guarantors and, subject to Section 8(b) hereof, the Holders of Transfer
      Restricted Securities; (v) all application and filing fees in connection with
      listing the Exchange Securities on a securities exchange or automated quotation
      system pursuant to the requirements thereof; and (vi) 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.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    (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 fees and disbursements of not more than one counsel, who shall be
      Fried, Frank, Harris, Shriver & Jacobson LLP or such other counsel as may be
      chosen by the Holders of a majority in principal amount of the Transfer
      Restricted Securities for whose benefit such Registration Statement is being
      prepared.

    


    SECTION
      9. 
Indemnification.
      

    


    (a) 
      The Company and the Guarantors, jointly and severally, agree to indemnify and
      hold harmless (i) each Holder (including, without limitation, the Initial
      Purchasers and the Market-Maker) 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 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 (including the Rule 430B Information) or Prospectus (or any amendment
      or supplement thereto) or any Issuer Free Writing 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, or, in the case of the Market-Maker, any breach by
      the
      Company or the Guarantors of their representations, warranties and agreements
      contained in Section 6 hereof, 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 made in reliance upon and in conformity
      with information relating to any of the Holders furnished in writing to the
      Company by any 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.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    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. 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 (regardless of whether it is ultimately determined that an
      Indemnified Holder is not entitled to indemnification hereunder). 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 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 includes an unconditional release of each Indemnified
      Holder from all liability arising out of such action, claim, litigation or
      proceeding.

    


    (b) 
      Each Holder of Transfer Restricted Securities agrees, severally and not jointly,
      to indemnify and hold harmless the Company, the Guarantors and their respective
      directors, 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 Guarantor, their respective directors
      and
      officers and such controlling person shall have the rights and duties given
      to
      each Holder by the preceding paragraph. 


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    (c) 
      If the indemnification provided for in this Section 9 is unavailable to an
      indemnified party under Section 9(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 Placement (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 Placement), 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, and such Registration Statement, 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 and the Guarantors on the one hand and of
      the
      Indemnified Holder on the other 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 9(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
      9(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 9, 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 9(c) are several in
      proportion to the respective principal amount of Initial Securities held by
      each
      of the Holders hereunder and not joint.

    


    SECTION
      10.  Rule
      144A. Each
      of
      the Company and the Guarantors hereby agrees with each Holder, for so long
      as
      any Transfer Restricted Securities remain outstanding, to make available to
      any
      Holder or beneficial owner of Transfer Restricted Securities in connection
      with
      any sale thereof and any prospective purchaser of such Transfer Restricted
      Securities from such Holder or beneficial owner, the information required by
      Rule 144A(d)(4) under the Securities Act in order to permit resales of such
      Transfer Restricted Securities pursuant to Rule 144A under the Securities
      Act.

    


    SECTION
      11.  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.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    SECTION
      12.  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
      13.  Miscellaneous.
      

    


    (a) 
      Remedies.
      Each
      of
      the Company and the Guarantors hereby agrees that monetary damages would not
      be
      adequate compensation for any loss incurred by reason of a breach by it of
      the
      provisions of this Agreement and hereby agree to waive the defense in any action
      for specific performance that a remedy at law would be adequate.

    


    (b) 
      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.

    


    (c) 
      Adjustments
      Affecting the Securities. The
      Company will not take any action, or permit any change to occur, with respect
      to
      the Securities that would materially and adversely affect the ability of the
      Holders to Consummate any Exchange Offer.

    


    (d) 
      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
      13(d)(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;
      provided,
      however,
      that,
      with respect to any matter that directly or indirectly affects the rights of
      any
      Initial Purchaser hereunder, the Company shall obtain the written consent of
      each such Initial Purchaser with respect to which such amendment, qualification,
      supplement, waiver, consent or departure is to be effective. Any amendments,
      modifications, supplements, waivers or consents pursuant to Section 6 or any
      related sections shall require the written consent of the
      Market-Maker.


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (e) 
      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:

    


    (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; 

    


    (ii) 
      if to the Market-Maker:

    


    Credit
      Suisse Securities (USA) LLC

    1100
      Louisiana Street

    Houston,
      TX 77002

    Phone:
      (713) 890-1400

    Facsimile:
      (713) 890-1650

    Attention: 
      Phillip Pace

    Managing
      Director

    


    and

    


    (iii) 
      if to the Company and the Guarantors:

    


    6300
      Bridge Point Parkway

    Building
      2, Suite 500

    Austin,
      TX 78730

    Phone:
      (512) 427-3300

    Facsimile:
      (512) 427-3400

    


    Attention: 
      Eugene B. Shepherd, Jr.

    Chief
      Financial Officer

    


    With
      a
      copy to:

    


    Thompson
      & Knight LLP

    1700
      Pacific Avenue, Suite 3300

    Dallas,
      Texas 75201

    Facsimile:
      (214) 969-1751

    Attention:
      Joe Dannenmaier

    


    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.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    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.

    


    (f) 
      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.

    


    (g) 
      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.

    


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

    


    (i) 
      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.

    


    (j) 
      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.

    


    (k) 
      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.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


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

    


    
      	 	
              BRIGHAM
                EXPLORATION COMPANY, a Delaware
                corporation

            
	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Eugene B. Shepherd, Jr.

            
	 	 	
              Name: 
                

            	
              Eugene
                B. Shepherd, Jr.

            
	 	 	
              Title:

            	
              Executive
                Vice President and Chief Financial Officer

            
	 	 	 	 
	 	 	 	 
	 	
              BRIGHAM,
                INC., a Nevada corporation

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Eugene B. Shepherd, Jr.

            
	 	 	
              Name:

            	
              Eugene
                B. Shepherd, Jr.

            
	 	 	
              Title:

            	
              Chief
                Financial Officer

            
	 	 	 	 
	 	 	 	 
	 	
              BRIGHAM
                OIL & GAS, L.P., a
                Delaware limited partnership

            
	 	 	 	 
	 	
              By:

            	
              BRIGHAM,
                INC., 

            
	 	 	
              Its
                managing general partner 

            
	 	 	 	 
	 	
              By:

            	
              /s/
                Eugene B. Shepherd, Jr.

            
	 	 	
              Name:

            	
              Eugene
                B. Shepherd, Jr.

            
	 	 	
              Title:

            	
              Chief
                Financial Officer

            


    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


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

    


    BANC
      OF
      AMERICA SECURITIES LLC

    CREDIT
      SUISSE SECURITIES (USA) LLC

    


    


    By:
      Banc
      of America Securities LLC

    


    


    
      	
              By: 

            	
              /s/
                Lex Maultsby

            	 	
            	
            	
            
	 	
              Name:
                

            	
              Lex
                Maultsby

            
	 	
              Title:
                

            	
              Managing
                Director

            


    

    
 

    27