Registration Rights Agreement


    Exhibit
      10.2

     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      AGREEMENT (the “Agreement”)
      is
      made and entered into effective as of the 3rd day of April 2007, by and
      between Petro Resources Corporation, a Delaware corporation (the “Company”),
      and
      the investors signatory hereto (each such investor is a “Purchaser”
or
      a
“Holder”
and
      all
      such investors are, collectively, the “Purchasers”
or
      the
“Holders”).

     

    WHEREAS,
      the parties have agreed to enter into this Agreement in connection with, and
      as
      a condition to the Closing under, the Securities Purchase Agreement, dated
      as of
      the date hereof, among the Company and the Purchasers (the “Purchase
      Agreement”);

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and the Purchasers agree as
      follows:

     

    1.    Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, (a) capitalized
      terms that are not otherwise defined herein have the meanings given to such
      terms in the Purchase Agreement, and (b) the following terms will have the
      meanings as set forth herein:

     

    “Commission”
means
      the United States Securities and Exchange Commission, and any successor thereto.
      

     

    “Common
      Stock”
means
      the Company’s Common Stock, $0.01 par value, or the capital stock of any
      successor corporation. 

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated from time to time thereunder. 

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture or other non-corporate business enterprise, limited
      liability company, joint stock company, trust, organization, business, labor
      union or government (or an agency or subdivision thereof) or other entity of
      any
      kind.

     

    “Registrable
      Common”
means
      any shares of Common Stock issued or issuable upon conversion of the Shares
      pursuant to the Transaction Documents, and any shares of Common Stock issuable
      upon the exercise of the Remaining Warrants, together with any securities issued
      or issuable upon any stock split, dividend or other distribution,
      recapitalization or similar event with respect to the foregoing; provided,
      however,
      that
      Registrable Common will not include any shares, the sale of which has been
      registered pursuant to the Securities Act or which have been or could be sold
      to
      the public pursuant to Rule 144 promulgated by the Commission under the
      Securities Act without restriction under the volume limitations of
      Rule 144.

     

    “Register,”
      “registered”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      in
      compliance with the Securities Act and the declaration or ordering of the
      effectiveness of such Registration Statement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    “Seasoned
      Issuer”
means
      an issuer eligible to use Form S-3 under the Securities Act for a primary
      offering in reliance on General Instruction to I.B.1 to such Form. 

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated from time to time thereunder.

     

    “Well-Known
      Seasoned Issuer”
shall
      mean a “well-known seasoned issuer” as defined in Rule 405 promulgated under the
      Securities Act and which (i) is a “well-known seasoned issuer” under
      paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned
      issuer” under paragraph (1)(i)(B) of such definition and is also eligible to
      register a primary offering of its securities relying on General Instruction
      I.B.1 of Form S-3 under the Securities Act. 

     

    2.    Registration
      Rights.

     

    2.1    Subject
      to the limitations and requirements set forth in this Section 2, the
      Company will use reasonable best efforts to prepare and file, by April 30,
      2007, a registration statement under the Securities Act, on the appropriate
      form
      covering the resale of all of the Registrable Common (including in an offering
      on a delayed or continuous basis pursuant to Rule 415 promulgated under the
      Securities Act) and will use reasonable best efforts to cause such registration
      statement to become effective as soon as is practicable after such filing;
      provided,
      however,
      that
      (A) before filing a registration statement or prospectus or any amendments
      or supplements thereto (including any documents incorporated by reference
      therein), or before using any “free writing prospectus” (as defined in Rule 405
      of the Securities Act) (a “Free
      Writing Prospectus”),
      the
      Company shall provide the Purchasers and their counsel with an adequate and
      appropriate opportunity to review and comment on such registration statement,
      each prospectus included therein (and each amendment or supplement thereto)
      and
      each Free Writing Prospectus to be filed with the Commission. 

     

    2.2    If
      the
      Company furnishes to each Purchaser a certificate signed by the Chief Executive
      Officer of the Company stating that in the good faith judgment of the Board
      of
      Directors of the Company such registration statement should not be filed at
      such
      time because it would materially interfere with any material financing,
      acquisition, corporate reorganization or merger or other material transaction
      involving the Company (a “Valid
      Business Reason”),
      then
      the Company will have the right to defer such filing for a period ending not
      later than thirty (30) days from the filing date of such registration statement
      as required herein; provided,
      however,
      that
      the Company may only exercise such right to defer filing once in any period
      of
      twelve (12) consecutive months. 

     

    2.3    Form
      S-3 Registration.
      Upon
      the Company becoming eligible for use of Form S-3 under the Securities Act
      in
      connection with a secondary public offering of its equity securities (including
      an offering on a delayed or continuous basis pursuant to Rule 415
      promulgated under the Act (a “Shelf
      Registration”))
      the
      Company shall:

     

    2.3.1    promptly,
      but in no event later than ten (10) days before the anticipated filing date
      of
      such Form S-3, give written notice of the proposed registration, which notice
      shall describe the proposed registration, the intended method of disposition
      of
      such Registrable Common, any related qualification or compliance and any other
      information that at the time would be appropriate to include in such notice,
      to
      all Holders; and

     

    
      
         

      

      
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    2.3.2    effect,
      as soon as practicable, such registration and all such qualifications and
      compliances as may be so requested and as would permit or facilitate the sale
      and distribution of all Registrable Common, provided, however, that the Company
      shall not be obligated to effect any such registration, qualification or
      compliance, pursuant to this Section 2.3:

     

    (a)    if
      Form S-3 is not available for such offering by the Holders; or

     

    (b)    if
      the
      Company shall furnish to the Holders a certificate signed by the Company’s Chief
      Executive Officer or Chairman of the Board of Directors stating a Valid Business
      Reason, in which event the Company shall have the right to defer such filing
      until the Valid Business Reason no longer exists; provided, however, that such
      filing may be deferred for a period of not more than thirty (30) days after
      the
      Company becomes eligible for use of Form S-3; provided, further, that this
      right
      and the Company’s right under Section 2.2
      may not
      be exercised by the Company more than once in any period of twelve (12)
      consecutive months.

     

    2.3.3    Subject
      to the foregoing, the Company shall file a registration statement covering
      the
      Registrable Common as soon as practicable after the Company becomes eligible
      for
      use of Form S-3.

     

    2.3.4    The
“Plan
      of Distribution” section of such Form S-3 shall permit all lawful means of
      disposition of Registrable Common, including firm-commitment underwritten public
      offerings, block trades, agented transactions, sales directly into the market,
      purchases or sales by brokers, and sales not involving a public
      offering.

     

    2.3.5    The
      obligations set forth in this Section 2.3
      shall
      not apply if the Company has a currently effective Automatic Shelf Registration
      Statement covering all Registrable Common in accordance with
      Section 2.3.6
      and has
      otherwise complied with its obligations in respect thereof pursuant to this
      Agreement.

     

    2.3.6    After
      the
      registration statement on Form S-3 is declared effective, upon written request
      by one or more Holders, the Company shall, as promptly as practicable after
      receiving such request, (a) if it is a Seasoned Issuer or Well-Known
      Seasoned Issuer, or if such registration statement is an “automatic shelf
      registration statement” on Form S-3ASR as defined in Rule 405 promulgated under
      the Act (an “Automatic
      Shelf Registration Statement”),
      file
      a prospectus supplement to include such Holders as selling stockholders in
      such
      registration statement or (b) if it is not a Seasoned Issuer or Well-Known
      Seasoned Issuer, and the Registrable Common requested to be registered represent
      an anticipated aggregate offering price of more than $5,000,000, file a
      post-effective amendment to the registration statement to include such Holders
      in such Shelf Registration and use reasonable best efforts to have such
      post-effective amendment declared effective as promptly as possible following
      such request.

     

    
      
         

      

      
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    2.3.7    Upon
      the
      Company becoming a Well-Known Seasoned Issuer, (a) the Company shall give
      written notice to all of the Holders as promptly as practicable but in no event
      later than five (5) days thereafter, and such notice shall describe, in
      reasonable detail, the basis on which the Company has become a Well-Known
      Seasoned Issuer, and (b) the Company shall, as promptly as practicable,
      register, under an Automatic Shelf Registration Statement, the sale of all
      of
      the Registrable Common held by the Holders in accordance with the terms of
      this
      Agreement. The Company shall use its reasonable best efforts to file such
      Automatic Shelf Registration Statement as promptly as practicable, but in no
      event later than 15 days after it becomes a Well-Known Seasoned Issuer, and
      to cause such Automatic Shelf Registration Statement to remain effective
      thereafter until there are no longer any Registrable Common. The Company shall
      give written notice of filing such registration statement to all of the Holders
      as promptly as practicable thereafter. At any time after the filing of an
      Automatic Shelf Registration Statement by the Company, if it is reasonably
      likely that it will no longer be a Well-Known Seasoned Issuer as of a future
      determination date (the “Determination Date”), at least 30 days prior to such
      Determination Date, the Company shall (i) give written notice thereof to
      all of the Holders as promptly as practicable but in no event later than 15
      days
      prior to such Determination Date and (ii) if the Company is eligible to
      file a registration statement on Form S-3 with respect to a secondary public
      offering of its equity securities, file a registration statement on Form S-3
      with respect to a Shelf Registration in accordance with this
      Section 2.3,
      and use
      its reasonable best efforts to have such registration statement declared
      effective prior to the Determination Date. Any registration pursuant to this
      Section 2.3.7
      shall be
      deemed a Shelf Registration for purposes of this Agreement.

     

    3.    Registration
      Procedures.
      When
      the Company is required by the terms of this Agreement to effect the
      registration of Registrable Common under the Securities Act (including pursuant
      to Section 2.3), the Company will:

     

    3.1    Filing.
      Prepare
      and file with the Commission a registration statement with respect to such
      securities, and use reasonable best efforts to cause such registration statement
      to become and remain continuously effective until the earlier of (i) such
      time as the Purchasers cease to own any Shares or Registrable Common,
      (ii) such time as all Registrable Common may be sold pursuant to
      Rule 144(k) or (iii) three years from the date of this Agreement.


     

    3.2    Period
      of Effectiveness.
      Prepare
      and file with the Commission such amendments to such registration statement
      and
      supplements to the prospectus contained therein as may be necessary to keep
      such
      registration statement continuously effective for the period described in
      Section 3.1.

     

    3.3    Copies.
      Furnish
      to the Holders participating in such registration and, if applicable, to the
      underwriters of the securities being registered, prior to filing the
      registration statement, at least one copy of such registration statement as
      is
      proposed to be filed, and thereafter such reasonable number of copies of the
      registration statement (including all amendments and supplements thereto),
      preliminary prospectus, final prospectus (including all amendments and
      supplements thereto), any prospectus filed pursuant to Rule 424 promulgated
      under the Securities Act, any Free Writing Prospectus, in each case, in
      conformity with the requirements of the Securities Act, and such other documents
      as the Holders or such underwriters may reasonably request in order to
      facilitate the disposition or public offering of such securities.

     

    
      
         

      

      
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    3.4    Blue
      Sky.
      Use its
      reasonable best efforts to register or qualify the securities covered by such
      registration statement under such state securities or blue sky laws of such
      jurisdictions as such participating Holder may reasonably request in writing
      from time to time, and to continue such registration or qualification in effect
      in such jurisdiction for as long as permissible pursuant to the laws of such
      jurisdiction, or for as long as any such Holder requests or until all of such
      securities are sold, whichever is shortest, and do any and all other acts and
      things which may be reasonably necessary or advisable to enable any such Holder
      to consummate the disposition in such jurisdictions of the securities owned
      by
      such Holder, except that the Company will not for any purpose be required to
      execute a general consent to service of process or to qualify to do business
      as
      a foreign corporation or subject itself to taxation in any jurisdiction wherein
      it is not so qualified or taxed. The Company shall notify each Holder of the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable Common
      for sale in any jurisdiction or the initiation or threatening of any proceedings
      for such purpose. The Company will not be obligated to take any action to effect
      any such registration, qualification or compliance pursuant to this
      Section 3.4 in any particular jurisdiction in which the Company would be
      required to execute a general consent to service of process in effecting such
      registration, qualification or compliance, unless the Company already is subject
      to service in such jurisdiction and except as may be required by the Securities
      Act.

     

    3.5    Notification.
      Notify
      the Holders participating in such registration, (i) when a prospectus, any
      prospectus supplement, any Free Writing Prospectus, a registration statement
      or
      a post-effective amendment to a registration statement has been filed with
      the
      Commission, and, promptly after it receives notice thereof, of the time when
      such registration statement has become effective or a supplement to any
      prospectus forming a part of such registration statement has become effective,
      and (ii) of the existence of any fact or happening of any event which makes
      any statement of a material fact in a registration statement, related prospectus
      or Free Writing Prospectus or any document incorporated or deemed to be
      incorporated therein by reference untrue or which would require the making
      of
      any changes in the registration statement, prospectus or Free Writing Prospectus
      in order that, in the case of the registration statement, it will not contain
      any untrue statement of a material fact or omit to state any material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, and that in the case of such prospectus or Free Writing Prospectus,
      it will not contain any untrue statement of a material fact or omit to state
      any
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    3.6    Amendment
      Notice.
      Promptly notify the Holders participating in such registration promptly of
      any
      request by the Commission or any other federal or state governmental authority
      to amend or supplement such registration statement, prospectus or Free Writing
      Prospectus or to provide additional information.

     

    
      
         

      

      
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    3.7    Update.
      Prepare
      and promptly file with the Commission and promptly notify the Holders
      participating in such registration of the filing of such amendment or supplement
      to such registration statement, prospectus or Free Writing Prospectus as may
      be
      necessary to correct any statements or omissions if, at the time when a
      prospectus relating to such securities is required to be delivered under the
      Securities Act, any event has occurred as the result of which any such
      prospectus or any other prospectus as then in effect would include an untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein, in light of the circumstances in which they were
      made, not misleading. 

     

    3.8    Stop
      Orders.
      Advise
      the Holders participating in such registration, promptly after it receives
      notice or obtains knowledge thereof, of the issuance of any stop order by the
      Commission or any other federal or state governmental authority suspending
      the
      effectiveness of such registration statement or the initiation or threatening
      of
      any proceeding for that purpose and promptly take all actions required to
      prevent the issuance of any stop order or to obtain its withdrawal if such
      stop
      order should be issued.

     

    3.9    Filing
      Fees.
      Within
      the deadlines specified by the Securities Act, make all required filing fee
      payments in respect of any registration statement or prospectus used under
      this
      Agreement (and any offering covered thereby).

     

    3.10   Securities
      Exchange.
      Cause
      all shares of Registrable Common to be listed on each securities exchange on
      which Common Stock issued by the Company is then listed, provided
      that the
      applicable listing requirements are satisfied.

     

    3.11   Transfer
      Agent.
      Provide
      a transfer agent and registrar for all such Registrable Common and a CUSIP
      number for all Registrable Common, in each case not later than the effective
      date of such registration statement.

     

    3.12   Limitations
      on Covered Securities.
      Any
      registration filed pursuant to this Agreement shall cover only the Registrable
      Common and no other securities of the Company.

     

    4.    Expenses.
      With
      respect to the registration requested pursuant to Section 2 hereof and with
      respect to each inclusion of Registrable Common in a registration statement
      pursuant to Section 2 hereof, the Company will bear all of its fees, costs
      and expenses, including: (i) all Commission, stock exchange and NASD
      registration and filing fees; (ii) all printing, messenger, and delivery
      expenses; (iii) all fees, expenses and disbursements of counsel and
      accountants for the Company; (iv) all internal Company expenses;
      (v) all legal fees and disbursements and other expenses of complying with
      state securities or blue sky laws of any jurisdictions in which the securities
      to be offered are to be registered or qualified; and (vi) the premiums and
      other costs of policies of insurance against liability (if any) arising out
      of
      such public offering. Fees and disbursements of counsel and accountants for
      the
      Holders, underwriting discounts and commissions and transfer taxes relating
      to
      the shares included in the offering by the Holders, and any other expenses
      incurred by the Holders will be borne by the Holders.

     

    
      
         

      

      
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    5.    Indemnification.

     

    5.1    Indemnification
      by Company.
      To the
      fullest extent permitted by law, the Company will indemnify and hold harmless
      each Holder which has Registrable Common included in a registration statement
      pursuant to the provisions hereof, its stockholders, partners, members,
      directors, officers, and Affiliates and any underwriter (as defined in the
      Securities Act) for such Holder and each Person, if any, who controls such
      Holder or such underwriter within the meaning of the Securities Act, from and
      against, and will reimburse each of such Holder and each such underwriter and
      controlling Person with respect to, any and all loss, claim, damage, expense
      and
      liability (collectively, “Losses”)
      to
      which such Holder or any such underwriter or controlling Person may become
      subject under the Securities Act, state securities laws or otherwise, and the
      Company will pay to each such Holder, underwriter or controlling person any
      legal or other costs or expenses reasonably incurred by such person in
      connection with investigating or defending any such Loss, insofar as such Losses
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact contained in such registration statement, prospectus or
      Free Writing Prospectus contained therein or any amendment or supplement
      thereto, or arise out of or are based upon the omission or alleged omission
      to
      state therein a material fact required to be stated therein or necessary to
      make
      the statements therein, in light of the circumstances in which they were made,
      not misleading; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      Loss
      arises out of or is based upon an untrue statement or alleged untrue statement
      or omission or alleged omission so made in conformity with information furnished
      by such Holder, such underwriter or such controlling Person in writing
      specifically for use in the preparation thereof; provided,
      further,
      that
      the indemnity agreement in this Section 5.1 will not apply to amounts paid
      in settlement of any such Loss if such settlement is effected without the
      consent of the Company, which consent will not be unreasonably withheld, and
      that the foregoing indemnity obligation with respect to any preliminary
      prospectus or final prospectus (if such final prospectus has been amended or
      supplemented and such amendments or supplements have been furnished to such
      Holder prior to the written confirmation of the sale involved) will not inure
      to
      the benefit of any Holder on account of any Loss whatsoever arising from the
      sale of any Registrable Common by such Holder to any person if (A) a copy
      of the final prospectus (as amended or supplemented if such amendments or
      supplements have been furnished to such Holder prior to the written confirmation
      of the sale involved) has not been sent or given by or on behalf of such Holder
      to such person, if required by law, with or prior to the written confirmation
      of
      the sale involved, and (B) the untrue statement or alleged untrue statement
      or omission or alleged omission of a material fact contained in such preliminary
      prospectus or final prospectus from which such Loss arose was corrected in
      the
      final prospectus (as amended or supplemented if such amendments or supplements
      thereto have been furnished as aforesaid).

     

    5.2    Indemnification
      by Holder.
      Each
      Holder which has Registrable Common included in a registration statement
      pursuant to the provisions hereof will severally, but not jointly, indemnify
      and
      hold harmless the Company, its directors and officers, each Person, if any,
      who
      controls the Company within the meaning of the Securities Act, any other Holder
      selling securities pursuant to such registration statement, any controlling
      Person of any such selling Holder, any underwriter and any controlling Person
      of
      any such underwriter (each, an “Indemnitee”)
      from
      and against, and will reimburse any Indemnitee with respect to, any and all
      Losses to which such Indemnitee may become subject under the Securities Act,
      state securities laws or otherwise, and such Holder will pay to each Indemnitee,
      any legal or other costs or expenses reasonably incurred by such person in
      connection with investigating or defending any such Loss, insofar as such Losses
      are caused by any untrue or alleged untrue statement of any material fact
      contained in such registration statement, prospectus or Free Writing Prospectus
      contained therein or any amendment or supplement thereto, or arise out of or
      are
      based upon the omission or the alleged omission to state therein a material
      fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading, in each
      case
      to the extent, but only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was so made in reliance upon
      and in conformity with written information furnished by such Holder specifically
      for use in the preparation thereof; provided,
      however,
      that
      the indemnity agreement in this Section 5.2
      will not
      apply to amounts paid in settlement of any such Loss if such settlement is
      effected without, and that the foregoing indemnity obligation with respect
      to
      any preliminary prospectus or final prospectus (if such final prospectus has
      been amended or supplemented and such amendments or supplements have been
      furnished to such Indemnitee prior to the written confirmation of the sale
      involved) will not inure to the benefit of any Indemnitee on account of any
      Loss
      whatsoever arising from the sale of any Registrable Common by the Holder to
      any
      person if (A) a copy of the final prospectus (as amended or supplemented if
      such amendments or supplements have been furnished to such Indemnitee prior
      to
      the written confirmation of the sale involved) has not been sent or given by
      or
      on behalf of such Indemnitee to such person, if required by law, with or prior
      to the written confirmation of the sale involved, and (B) the untrue
      statement or alleged untrue statement or omission or alleged omission of a
      material fact contained in such preliminary prospectus or final prospectus
      from
      which such Loss arose was corrected in the final prospectus (as amended or
      supplemented if such amendments or supplements thereto have been furnished
      as
      aforesaid); provided,
      further,
      that
      the obligations of each Holder under this Section 5.2
      will be
      limited to an amount equal to the net proceeds to such Holder from the sale
      of
      Registrable Common as contemplated herein, unless such claim, loss, damage,
      liability or action resulted from such Holder’s fraudulent
      misconduct.

     

    
      
         

      

      
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    5.3    Indemnification
      Procedures.
      Promptly after receipt by a party entitled to indemnification pursuant to this
      Section (each, an “Indemnified
      Party”)
      of
      notice of the commencement of any action involving the subject matter of the
      foregoing indemnity provisions such Indemnified Party will, if a claim is to
      be
      made against the party obligated to provide indemnification pursuant to this
      section (each, an “Indemnifying
      Party”),
      promptly notify the Indemnifying Party of the commencement thereof; provided,
      however,
      that
      the omission to provide such notice will not relieve the Indemnifying Party
      from
      any liability hereunder, except to the extent that the delay in giving, or
      failing to give, such notice has a material adverse effect upon the ability
      of
      the Indemnifying Party to defend against the claim. In case such action is
      brought against an Indemnified Party, the Indemnifying Party will have the
      right
      to participate in and, at the Indemnifying Party’s option, to assume the defense
      thereof, singly or jointly with any other Indemnifying Party similarly notified,
      with counsel or reasonably satisfactory to the Indemnified Party; provided,
      further,
      that
      (a) if the defendants in any action include both the Indemnified Party and
      the Indemnifying Party and the Indemnified Party reasonably concludes that
      there
      may be legal defenses available to any Indemnified Parties that are different
      from or additional to those available to the Indemnifying Party, or if there
      is
      a conflict of interest which would prevent counsel for the Indemnifying Party
      from also representing the Indemnified Party, the Indemnified Party will have
      the right to select counsel to participate in the defense of such action on
      behalf of such Indemnified Party at the expense of the Indemnifying Party and
      (b) the Indemnifying Party will be responsible for the expenses of only one
      such special counsel (and one local counsel if necessary for jurisdictional
      purposes) selected jointly by the Indemnified Parties if there is more than
      one
      Indemnified Party. After notice from an Indemnifying Party to any Indemnified
      Party of such Indemnifying Party’s election to assume the defense or the action,
      the Indemnifying Party will not be liable to such Indemnified Party pursuant
      to
      this Section 5
      for any
      legal or other expense subsequently incurred by such Indemnified Party in
      connection with the defense thereof, unless (i) the Indemnified Party has
      employed counsel in accordance with the proviso of the preceding sentence,
      or
      (ii) the Indemnifying Party has not employed counsel satisfactory to the
      Indemnified Party to represent the Indemnified Party within a reasonable time
      after the notice of the commencement of the action, or (iii) the
      Indemnifying Party has authorized the employment of counsel for the Indemnified
      Party at the expense
      of
      the Indemnifying Party.

     

    5.4    Contribution.
      If the
      indemnification provided for in this Section 5
      from the
      Indemnifying Party is unavailable to an Indemnified Party hereunder in respect
      of any liabilities referred to herein, then the 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 liabilities in such
      proportion as is appropriate to reflect the relative fault of the Indemnifying
      Party and Indemnified Party in connection with the actions which resulted in
      such liabilities, as well as any other relevant equitable considerations,
      including the relative benefits received from the offering. The relative faults
      of such Indemnifying Party and Indemnified Party shall be determined by
      reference to, among other things, whether any action in question, including
      any
      untrue or alleged untrue statement of a material fact or omission or alleged
      omission to state a material fact, has been made by, or relates to information
      supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct
      or
      prevent such action. The relative benefits received by the Indemnifying Party
      and the Indemnified Party shall be deemed to equal the total net proceeds
      received by it in the sale of Registrable Common. The amount paid or payable
      by
      a party as a result of the liabilities referred to above shall be deemed to
      include, subject to the limitations set forth in Sections 5.1,
      5.2
      and
5.3,
      any
      legal or other fees, charges or expenses reasonably incurred by such party
      in
      connection with any investigation or proceeding; provided,
      however,
      that
      the total amount to be contributed by such Holder shall be limited to the net
      proceeds received by such Holder in the sale of Registrable Common. The parties
      hereto agree that it would not be just and equitable if contribution pursuant
      to
      this Section 5.4 were determined by pro
      rata
      allocation or by any other method of allocation which does not take
      account of the equitable considerations referred to herein. 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.

     

    
      
         

      

      
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    6.    Cooperation.
      Any
      Holder whose Registrable Common are to be included in a Registration Statement
      either filed pursuant to a demand or as part of a Company registration agrees
      to
      cooperate with all reasonable requests by the Company necessary to effectuate
      the purposes of this Agreement, including by timely providing the Company with
      all information necessary to prepare and file a registration statement. The
      Company shall cooperate with each Holder of Registrable Common, and their
      respective counsel in connection with any filings required to be made with
      the
      National Association of Securities Dealers. The Company shall take all other
      steps reasonably necessary to effect the registration and disposition of the
      Registrable Common contemplated hereby. 

     

    7.    Reports
      under the Exchange Act.
      With a
      view to making available to the Holders the benefits of Rule 144 and any
      other rule or regulation of the Commission that may at any time permit a Holder
      to sell securities of the Company to the public without registration or pursuant
      to a registration on Form S-3, the Company agrees to:

     

    7.1    make
      and
      keep public information available, as those terms are understood and defined
      in
      Rule 144, at all times after the effective date of the registration
      statement;

     

    7.2    file
      with
      the Commission in a timely manner all reports and other documents required
      of
      the Company under the Securities Act and the Exchange Act; and

     

    7.3    so
      long
      as the Holder owns any Registrable Common, forthwith upon request
      (i) furnish to any Holder a written statement by the Company that it has
      complied with the reporting requirements of Rule 144, the Securities Act
      and the Exchange Act, or that it qualifies as a registrant whose securities
      may
      be resold pursuant to Form S-3 (at any time after it so qualifies),
      (ii) furnish to any Holder a copy of the most recent annual or quarterly
      report of the Company and such other reports and documents so filed by the
      Company, and (iii) take such further action and furnish such other
      information as may be reasonably requested in availing any Holder of any rule
      or
      regulation of the Commission that permits the selling of any such securities
      without registration or pursuant to such form.

     

    8.    Miscellaneous.

     

    8.1    Waivers,
      Amendments and Approvals.
      In each
      case in which the approval of the Holder is required by the terms of this
      Agreement, such requirement will be satisfied by a vote or the written action
      of
      Holders of at least a majority of the Registrable Common held by all the
      Holders, unless a higher percentage is specifically required by the terms of
      this Agreement. Any term or provision of this Agreement requiring performance
      by
      or binding upon the Company or the Holders may be amended, and the observance
      of
      any term of this Agreement may be waived (either generally or in a particular
      instance and either retroactively or prospectively), only by a writing signed
      by
      the Company and the Holders of at least a majority of the Registrable Common
      held by all the Holders. Any amendment or waiver effected in accordance with
      this Section will be binding upon all of the Holders (including permitted
      assigns pursuant to Section 8.5
      hereof).
      The waiver by a party of any breach hereof or default in payment of any amount
      due hereunder or default in the performance hereof will not be deemed to
      constitute a waiver of any other default or succeeding breach or default.
      Written notice of any such waiver, consent or agreement of amendment,
      modification or supplement will be given to the record Holder of Registrable
      Common who did not give written consent thereto.

     

    
      
         

      

      
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    8.2    Notices.
      All
      notices, requests, consents and other communications required or permitted
      hereunder will be in writing and will be delivered either by (i) personal
      delivery, (ii) registered or certified airmail, postage prepaid or
      (iii) facsimile, as follows:

     

     
      8.2.1    to
      a
      Holder, addressed to such Holder at the address set forth in the Purchase
      Agreement.

     

     
      8.2.2    to
      the
      Company, to:

                         
      Petro
      Resources Corporation

                         
      5100
      Westheimer, Suite 200

                         
      Houston,
      TX 77056

                         
      Attention:
      Wayne P. Hall

                         
      Fax:
      (713) 968-9283

     

    and
      such
      notices and other communications will for all purposes of this Agreement be
      treated as being effective or having been given if delivered personally, or,
      if
      sent by mail, when received. Any party may change its address for such
      communications by giving notice thereof to the other parties in conformity
      with
      this Section.

     

    8.3    Entire
      Agreement.
      This
      Agreement, the documents referenced herein and the exhibits thereto, constitute
      the entire understanding and agreement of the parties hereto with respect to
      the
      subject matter hereof and thereof and supersede all prior and contemporaneous
      agreements or understandings, inducements or conditions, express or implied,
      written or oral, between the parties with respect hereto and thereto. The
      express terms hereof control and supersede any course of performance or usage
      of
      the trade inconsistent with any of the terms hereof.

     

    8.4    Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. Neither the Company nor any Purchasers
      may assign this Agreement or any rights or obligations hereunder without the
      prior written consent of each the other party (other than by merger); provided,
      however, that each Purchaser may assign all of its rights or obligations
      hereunder without the consent of the Company, to an Affiliate of such Purchaser
      or in connection with a private sale or transfer of 50% or more of the shares
      of
      Series A Preferred Stock or Registrable Common to a third party (or to one
      or
      more third parties that are Affiliates). 

     

    8.5    Other
      Remedies.
      Any and
      all remedies herein expressly conferred upon a party will be deemed cumulative
      with, and not exclusive of, any other remedy conferred hereby or by law on
      such
      party, and the exercise of any one remedy will not preclude the exercise of
      any
      other. The
      Holders, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, shall be entitled to specific performance of
      their rights under this Agreement. The Company 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 agrees to waive in any
      action for specific performance the defense that a remedy at law would be
      adequate.

     

    
      
         

      

      
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    8.6    Delays
      or Omissions.
      Except
      as expressly provided herein, no delay or omission to exercise any right, power
      or remedy accruing to any party under this Agreement will impair any such right,
      power or remedy of such party nor will it be construed to be a waiver of any
      such breach or default, or an acquiescence thereto, or of a similar breach
      of
      default thereafter occurring; nor will any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party hereto of any breach or default under the
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement must be in writing and will be effective only
      to
      the extent specifically set forth in such writing. 

     

    8.7    Governing
      Law.
      This
      Agreement will be governed by and construed under the laws of the State of
      Delaware, without regard to the conflict of laws principles thereof.
 Each
      party to this Agreement hereby irrevocably agrees that any legal action or
      proceeding arising out of or relating to this Agreement or any agreements or
      transactions contemplated hereby may be brought in the courts of the State
      of
      Delaware located in the State of Delaware or of the United States of America
      within the State of Delaware and hereby expressly submits to the personal
      jurisdiction and venue of such courts for the purposes thereof and expressly
      waives any claim of improper venue and any claim that such courts are an
      inconvenient forum. 

     

    8.8    Counterparts.
      This
      Agreement may be executed concurrently (including facsimile signatures) in
      two
      or more counterparts, each of which will be deemed an original, but all of
      which
      together will constitute one and the same instrument.

     

    8.9    Severability.
      Should
      any one or more of the provisions of this Agreement or of any agreement entered
      into pursuant to this Agreement be determined to be illegal or unenforceable,
      all other provisions of this Agreement and of each other agreement entered
      into
      pursuant to this Agreement, will be given effect separately from the provision
      or provisions determined to be illegal or unenforceable and will not be affected
      thereby.

     

    


    IN
      WITNESS WHEREOF, this Agreement is hereby executed as of the date first written
      above.

     

    PETRO
      RESOURCES CORPORATION

     

    By:      
      /s/
      Wayne P.
      Hall                                                          


                
      Wayne
      P.
      Hall, Chief Executive Officer

     

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

    SIGNATURE
      PAGES OF PURCHASERS TO FOLLOW]

     

    
      
         

      

      
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        	 	TOURADJI GLOBAL RESOURCES MASTER FUND,
                LTD 
	 	 
	 	
                By:
                  Touradji Capital Management LP its Investment
                  Manager

              
	 	 
	 	 
	 	By:     /s/
                Thomas S.
                Dwan                                                                            
                 
	 	Name: Thomas S. Dwan 
	 	Title: Chief Financial
                Officer 
	 	 
	 	TOURADJI DEEPROCK MASTER FUND,
                LTD 
	 	 
	 	By: Touradji Capital
                Management
                LP its Investment Manager
	 	 
	 	 
	 	By:     /s/
                Thomas S.
                Dwan                                                                               
	 	Name: Thomas S. Dwan 
	 	Title: Chief Financial
                Officer 


      




    
      	 	
              Address
                for Notice:

              


              Touradji
                Global Resources Master Fund, Ltd. 

              Touradji
                DeepRock Master Fund, Ltd.

              Attn:
                Thomas S. Dwan

              101
                Park Avenue

              47th
                Floor

              New
                York, NY 10178 

            


    

     

     

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