REGISTRATION RIGHTS AGREEMENT among TITAN ENERGY, LLC and THE HOLDERS NAMED ON SCHEDULE A HERETO

Exhibit 10.3

Execution Version

among

and

THE HOLDERS NAMED ON SCHEDULE A HERETO

TABLE OF CONTENTS


		Page

Article I DEFINITIONS			1

	Section 1.01 Definitions		1

	Section 1.02 Registrable Securities		3

Article II REGISTRATION RIGHTS			3

	Section 2.01 Shelf Registration		3

	Section 2.02 Piggyback Registration		4

	Section 2.03 Underwritten Offering		4

	Section 2.04 Further Obligations		5

	Section 2.05 Cooperation by Holders		8

	Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities		8

	Section 2.07 Expenses		8

	Section 2.08 Indemnification		8

	Section 2.09 Rule 144 Reporting		10

	Section 2.10 Transfer or Assignment of Registration Rights		10

	Section 2.11 Limitation on Subsequent Registration Rights		10

Article III MISCELLANEOUS			10

	Section 3.01 Communications		10

	Section 3.02 Binding Effect		11

	Section 3.03 Assignment of Rights		11

	Section 3.04 Recapitalization, Exchanges, Etc. Affecting Shares		11

	Section 3.05 Aggregation of Registrable Securities		11

	Section 3.06 Specific Performance		11

	Section 3.07 Counterparts		12

	Section 3.08 Governing Law, Submission to Jurisdiction		12

	Section 3.09 Waiver of Jury Trial		12

	Section 3.10 Entire Agreement		12

	Section 3.11 Amendment		12

	Section 3.12 No Presumption		12

	Section 3.13 Obligations Limited to Parties to Agreement		12

	Section 3.14 Interpretation		13

Schedule A — Holder Name; Notice and Contact Information			00

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XXXXXXXXXXXX RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of September 1, 2016 (this “Agreement”) is entered into by and among TITAN ENERGY, LLC, a Delaware limited liability company (the “Company”), and each of the Persons set forth on Schedule A hereto, including the GSO Holders (as defined below) (the “Holders”).

WHEREAS, this Agreement is made in connection with the issuance of common shares representing limited liability company interests in the Company (“Common Shares”) made in connection with the Plan (as defined below) as of the Emergence Effective Date (as defined below).

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

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated:

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

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

“Class B Directors” has the meaning assigned to such term in the LLC Agreement.

“Commission” means the United States Securities and Exchange Commission.

“Common Shares” has the meaning set forth in the Recitals of this Agreement.

“Company” has the meaning set forth in the introductory paragraph of this Agreement.

“Effective Date” means the date of effectiveness of any Registration Statement.

“Effectiveness Period” has the meaning specified in Section 2.01(a).

“Emergence Effective Date” means the Effective Date as such term is defined in the Plan.

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

“GSO” means GSO Capital Partners LP.

“GSO Holder” means the Holders identified as GSO Holders on Schedule A hereto and any other any funds, accounts and investment vehicles managed, advised or sub-advised by GSO or its Affiliates, or Affiliates of such funds, accounts and investment vehicles to whom the rights under this Agreement have been transferred pursuant to Section 2.10.

“Holder Group” means a Holder and any other funds, accounts and investment vehicles managed, advised or sub-advised by such Holder or its Affiliates, or Affiliates of such funds, accounts and investment vehicles to whom the rights under this Agreement have been transferred pursuant to Section 2.10.

“Holders” has the meaning set forth in the introductory paragraph of this Agreement.

“Holder Underwriter Registration Statement” has the meaning specified in Section 2.04(q).

“Included Registrable Securities” has the meaning specified in Section 2.02(a).

“LLC Agreement” means the Limited Liability Company Agreement of the Company, as amended from time to time.

“Losses” has the meaning specified in Section 2.08(a).

“Managing Underwriter” means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.

“NASDAQ” means The Nasdaq Stock Market LLC (and any successor thereto).

“NYSE” means the New York Stock Exchange or the NYSE MKT LLC (and any successor(s) thereto).

“OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

“Other Holder” has the meaning specified in Section 2.02(a).

“Outstanding Common Shares” means all of the Common Shares issued and outstanding as of the applicable time, and for the avoidance of doubt, excluding any equity securities of the Company subject to vesting or other similar restrictions for which the vesting period or other conditions have not yet been satisfied.

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.

“Piggyback Notice” has the meaning specified in Section 2.02(a).

“Piggyback Opt-Out Notice” has the meaning specified in Section 2.02(a).

“Piggyback Registration” has the meaning specified in Section 2.02(a).

“Pink OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

“Plan” means the Joint Prepackaged Chapter 11 Plan of Reorganization of Atlas Resource Partners, L.P., et al. as confirmed on August 26, 2016.

“Registration” means any registration pursuant to this Agreement, including pursuant to a Registration Statement or a Piggyback Registration.

“Registrable Securities” means the Common Shares issued to a Holder pursuant to the Plan, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02.

“Registration Expenses” has the meaning specified in Section 2.07(a).

“Registration Statement” has the meaning specified in Section 2.01(a).

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

“Selling Expenses” has the meaning specified in Section 2.07(a).

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a Registration Statement.

“Selling Holder Indemnified Persons” has the meaning specified in Section 2.08(a).

“Underwritten Offering” means an offering (including an offering pursuant to a Registration Statement) in which Common Shares are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks.

“WKSI” means a well-known seasoned issuer (as defined in the rules and regulations of the Commission).

Section 1.02 Registrable Securities. Any Common Share will cease to be a Registrable Security upon the earliest to occur of the following: (a) when a registration statement covering such Common Share becomes or has been declared effective by the Commission and such Common Share has been sold or disposed of pursuant to such effective registration statement, (b) when such Common Share has been disposed of (excluding transfers or assignments by a Holder to an Affiliate or to another Holder or any of its Affiliates or to any assignee or transferee to whom the rights under this Agreement have been transferred pursuant to Section 2.10) pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, (c) when such Common Share is held by the Company or one of its direct or indirect subsidiaries and (d) when such Common Share has been sold or disposed of in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to Section 2.10. In addition, a Holder will cease to have rights to require registration of any Registrable Securities held by that Holder under this Agreement on the tenth anniversary of the Emergence Effective Date.

ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Shelf Registration.

(a) Shelf Registration. The Company shall, within ninety (90) days of the Emergence Effective Date, use its commercially reasonable efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission then in effect) of the Securities Act (a “Registration Statement”) and (ii) cause such initial Registration Statement to become effective as soon as reasonably practicable after filing (which the Company shall use commercially reasonable efforts to cause to be within 180 days of the Emergence Effective Date). The Company will use its commercially reasonable efforts to cause any such initial Registration Statement filed pursuant to this Section 2.01(a) (or a replacement Registration Statement covering all Registrable Securities then included on such prior Registration Statement) to be continuously effective under the Securities Act, with respect to any Holder, until the earliest to occur of the following: (A) the date on which all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, (B) the date on which there are no longer any Registrable Securities outstanding and (C) the tenth anniversary of the Emergence Effective Date (in each case of clause (A), (B) or (C), the “Effectiveness Period”). A Registration Statement filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company; provided that, if the Company is then eligible, it shall file such Registration Statement on Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not 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 not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of a Registration Statement.

(b) Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, after receiving the approval of a majority of the Class B Directors, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration Statement) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period that exceeds forty-five (45) consecutive days or an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Section 2.02 Piggyback Registration.

(a) Participation. If on or at any time after the date ninety (90) days after the Emergence Effective Date the Company proposes to file (i) a Registration Statement on a form which would permit the registration of Registrable Securities (other than a Registration Statement on Form S-4 or S-8) for purposes of registering the offer and sale of Common Shares by the Company or on behalf of any other Persons who have or have been granted registration rights (“Other Holders”), including pursuant to this Agreement, or (ii) a prospectus supplement relating to the sale of Common Shares pursuant to an effective “automatic” registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a new Registration Statement or a post-effective amendment, in each case, for the sale of Common Shares in an Underwritten Offering (including an Underwritten Offering undertaken pursuant to Section 2.03), then the Company shall give not less than three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration”). Each Piggyback Notice shall be provided to Holders by 9:00 a.m. New York City time on a Business Day pursuant to Section 3.01. Each such Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to the Company of such withdrawal at least one Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder.

(b) Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering advise the Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the Common Shares offered or the market for the Common Shares in any material respect, then the Common Shares to be included in such Underwritten Offering shall include (i) first, all securities proposed to be offered by the Company and (ii) second, only the number of Registrable Securities proposed to be included by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters advise the Company can be sold without having such adverse effect, if any, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number of Common Shares proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Shares proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration; provided, that each Holder Group shall be treated collectively in determining any pro rata allocation under this Section 2.02(b) and such Holder Group may determine the re-allocation of Common Shares to be sold under such offering as amongst such Holder Group).

Section 2.03 Underwritten Offering.

(a) S-3 Registration. In the event that any one or more Holders elect to dispose of Registrable Securities that in the aggregate constitute more than 5% of the Outstanding Common Shares under a Registration Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $20 million (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE, NASDAQ, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system, for the Common Shares for the ten trading days preceding the date of such notice) from such Underwritten Offering (together with any Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company shall, at the request of such Selling Holder(s), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters selected by the Company, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, that the Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, more than an aggregate of two (2) Underwritten Offerings in any eighteen-month period requested by the Holders; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $20 million (other than in connection with any at-the-market offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this Section 2.03; provided, however, that the Company may only suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six month period.

(b) General Procedures. In connection with any Underwritten Offering contemplated by Section 2.03(a), the underwriting agreement into which each Selling Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as are customary in Underwritten Offerings of securities by the Company. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. If any Selling Holder disapproves of the terms of an Underwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses.

Section 2.04 Further Obligations. In connection with its obligations under this Article II, the Company will:

(a) promptly prepare and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b) if a prospectus supplement will be used in connection with the marketing of an Underwritten Offering under a Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus supplement is of material importance to the success of such Underwritten Offering, the Company shall use its commercially reasonable efforts to include such information in such prospectus supplement;

(c) furnish to each Selling Holder, unless otherwise available via the Commission’s XXXXX filing system, (i) as far in advance as reasonably practicable before filing a Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and, to the extent timely received, make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing such Registration Statement or such other registration statement and the prospectus included therein or any supplement or amendment thereto, and (ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;

(d) if applicable, use its commercially reasonable efforts to promptly register or qualify the Registrable Securities covered by any Registration Statement or any other registration statement contemplated by this Agreement under the securities

or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall reasonably request; provided, however, that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject;

(e) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to a Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to any such Registration Statement or any other registration statement or any prospectus or prospectus supplement thereto;

(f) promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include 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 not misleading in the light of the circumstances then existing and to take such other action as is reasonably necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

(h) in the case of an Underwritten Offering, furnish, or use its reasonable efforts to cause to be furnished to the Underwriters, upon request, (i) an opinion of counsel for the Company addressed to the underwriters, dated the date of the closing under the applicable underwriting agreement and (ii) a “comfort” letter addressed to the underwriters, dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the applicable underwriting agreement, in each case, signed by the independent public accountants who have certified the Company’s financial statements included or incorporated by reference into the applicable Registration Statement, and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the same matters with respect to such Registration Statement (and the prospectus and any prospectus supplement) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten Offerings of securities by the Company and such other matters as such underwriters may reasonably request;

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission;

(j) make available to the appropriate representatives of the Managing Underwriter during normal business hours access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act; provided, however, that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Company;

(k) use its commercially reasonable efforts to cause all Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system, if any, on which similar securities issued by the Company are then listed;

(l) use its commercially reasonable efforts to cause Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities;

(m) provide a transfer agent and registrar for all Registrable Securities covered by any Registration Statement not later than the Effective Date of such Registration Statement;

(n) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of Registrable Securities (including making appropriate officers of the Company available to participate in customary marketing activities); provided, however, that the officers of the Company shall not be required to dedicate an unreasonably burdensome amount of time in connection with any roadshow and related marketing activities for any Underwritten Offering;

(o) if reasonably requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(p) if reasonably required by the Company’s transfer agent, deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer such Registrable Securities without legend upon sale by the Holder of such Registrable Securities under the Registration Statement; and

(q) if any Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the Registration Statement and any amendment or supplement thereof (a “Holder Underwriter Registration Statement”), reasonably cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Company and satisfy its obligations in respect thereof. In addition, if any Holder could reasonably be deemed to be an “underwriter,” as defined in Section 2(a)(11) of the Securities Act, at any Holder’s request, the Company will use commercially reasonable efforts to have furnished to such Holder, on the date of the effectiveness of the Holder Underwriter Registration Statement and thereafter from time to time on such dates as such Holder may reasonably request (provided that such request shall not be more frequently than on an annual basis unless such Holder is offering Registrable Securities pursuant to a Holder Underwriter Registration Statement), (i) a “comfort” letter, dated such date, from the Company’s independent certified public accountants in form and substance as has been customarily given by independent certified public accountants to underwriters in Underwritten Offerings of securities by the Company, addressed to such Holder, (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of the Holder Underwriter Registration Statement, in form, scope and substance as has been customarily given in Underwritten Offerings of securities by the Company, including standard “10b-5” negative assurance for such offerings, addressed to such Holder and (iii) a standard officer’s certificate from the chief executive officer or chief financial officer, or other officers serving such functions, of the Company addressed to the Holder, as has been customarily given by such officers in Underwritten Offerings of securities by the Company. The Company will also use its reasonable efforts to provide legal counsel to such Holder with an opportunity to review and comment upon any such Holder Underwriter Registration Statement, and any amendments and supplements thereto, prior to its filing with the Commission.

Notwithstanding anything to the contrary in this Section 2.04, the Company will not name a Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement or Holder Underwriter Registration Statement, as applicable, without such Holder’s prior written consent. If the staff of the Commission requires the Company to name any Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act), and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included on the applicable Registration Statement.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (f) of this Section 2.04, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the Managing Underwriter or Managing Underwriters, if any, to deliver to the Company (at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

Section 2.05 Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) who has failed to timely furnish such information that the Company determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities participating in an Underwriting Offering included in a Registration Statement agrees to enter into a customary letter agreement with underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the sixty (60) (one hundred eighty (180) in the case of the initial firm commitment underwritten offering involving the Company or Selling Holders) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of such Underwritten Offering; provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder.

Section 2.07 Expenses.

(a) Certain Definitions. “Registration Expenses” shall not include Selling Expenses but otherwise means all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01, a Piggyback Registration pursuant to Section 2.02, or an Underwritten Offering pursuant to Section 2.03, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, and the fees and disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance and reasonable fees and expenses of one legal counsel (and any necessary local counsel in addition to such counsel) retained by the Selling Holders in each Piggyback Registration and Underwritten Offering. “Selling Expenses” means all underwriting fees, discounts and selling commissions and transfer taxes allocable to the sale of the Registrable Securities.

(b) Expenses. The Company will pay all customary Registration Expenses, as determined in good faith, in connection with a Registration Statement, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such Registration Statement, Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder.

Section 2.08 Indemnification.

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating 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 the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and 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 Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.08(c) except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such 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 in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified party, 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 has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of this paragraph. 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 is not guilty of such fraudulent misrepresentation.

(e) Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.09 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act (or any similar provision then in effect), at all times from and after the date hereof;

(b) 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 at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish (i) to the extent accurate, forthwith upon request, a written statement of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act (or any similar provision then in effect) and (ii) unless otherwise available via the Commission’s XXXXX filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities, and such transferee or assignee shall be deemed to be a “Holder” hereunder; provided, however, that (a) (i) such transferee or assignee is an Affiliate of such Holder or part of the Holder Group of such Holder, or (ii) the amount of Registrable Securities transferred or assigned to such transferee or assignee shall represent at least 5% of the Outstanding Common Shares, or if upon a transfer or assignment, such transferee or assignee will hold at least 10 % of the Outstanding Common Shares, (b) the Company is given written notice prior to, or within 10 Business Days following, any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement; provided further, however, that no transferee or assignee shall be deemed a “Holder” hereunder until such notice and assumption shall have been delivered to the Company.

Section 2.11 Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, and of GSO for as long as the GSO Holders collectively hold at least 10% of the Outstanding Common Shares, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company for Other Holders on a basis other than pari passu with, or expressly subordinate to, the piggyback rights of the Holders of Registrable Securities hereunder.

ARTICLE III

MISCELLANEOUS

Section 3.01 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, personal delivery or (in the case of any notice given by the Company to the Holders) email to the following addresses:

(a) If to the Holders, to the addresses set forth on Schedule A, with a copy to (which shall not constitute notice):

If to the GSO Holders:

Xxxxxx & Xxxxxxx LLP

Attn: Xxxxxxxx Rod

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000-0000

Email: xxxxxxxx.xxx@xx.xxx

If to the other Holders:

Akin Gump Xxxxxxx Xxxxx & Xxxx LLP

Attn: Xxxxxxx X. Xxxxx Xx.

0000 Xxx Xxxxxxxxx Xxxxxx, X.X.

Xxxxxxxxxx, XX 00000

Email: xxxxxx@xxxxxxxx.xxx

(b) If to the Company:

Titan Energy, LLC

0000 Xxxxxxxx Xx., Xxxxx 000

Xxxxxxxxxx, XX 00000

Fax: 000-000-0000

Attention: Xxxxxxx Xxxxxxxxxxx

Email: XXxxxxxxxxxx@xxxxxxxxxxx.xxx

with a copy to (which shall not constitute notice):

Xxxx Xxxxxxxx LLP

000 Xxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxx XX 00000

Attention: R. Xxxxxxx Xxxxx

Facsimile: (000) 000-0000

Email: xxxxxxxxx@xxxxxxxxxxxx.xxx

or to such other address as the Company or the Holders may designate to each other in writing from time to time or, if to a transferee or assignee of the Holders or any transferee or assignee thereof, to such transferee or assignee at the address provided pursuant to Section 2.10. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the facsimile or email copy, if sent via facsimile or email; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery.

Section 3.02 Binding Effect. This Agreement shall be binding upon the Company, each of the Holders and their respective successors and permitted assigns, including subsequent Holders of Registrable Securities to the extent permitted herein. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

Section 3.03 Assignment of Rights. Except as provided in Section 2.10, neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any party hereto without the prior written consent of the other party.

Section 3.04 Recapitalization, Exchanges, Etc. Affecting Shares. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all shares of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, share splits, recapitalizations, pro rata distributions of shares and the like occurring after the date of this Agreement.

Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

Section 3.06 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

Section 3.07 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Section 3.08 Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 3.09 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, AND AGREE TO CAUSE THEIR AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 3.10 Entire Agreement. This Agreement and the Plan are 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 and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Plan with respect to the rights granted by the Company or any of its Affiliates or the Holders or any of their respective Affiliates set forth herein or therein. This Agreement and the Plan supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the outstanding Registrable Securities, and of GSO for as long as the GSO Holders collectively hold at least 10% of the Outstanding Common Shares, as applicable; provided, however, that no such amendment shall adversely affect the rights of any Holder hereunder without the consent of such Holder. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Holder from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given.

Section 3.12 No Presumption. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter.

Section 3.13 Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Holders, their respective permitted assignees and the Company shall have any obligation hereunder and that, notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or any of their respective assignees, or any former,

current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for any assignee of any Holder hereunder.

Section 3.14 Interpretation. Article, Section and Schedule references in this Agreement are references to the corresponding Article, Section or Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company has an obligation under this Agreement, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination, consent or approval is to be made or given by a Holder, such action shall be in such Holder’s sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.


TITAN ENERGY, LLC

By:		/s/ Xxxxxxx X. Xxxxxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxxxxx
Title:		Chief Financial Officer

[Signature Page to Registration Rights Agreement]


HOLDER

FS ENERGY & POWER FUND
By: GSO Capital Partners LP, as Sub-Adviser

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


HOLDER

FS Investment Corporation II
By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


HOLDER

FS Investment Corporation III
By: GSO / Blackstone Debt Funds Management LLC, as Sub-Adviser

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


HOLDER

XXXXX CREEK LLC
By: FS Investment Corporation II, as Sole Member
By: GSO / Blackstone Debt Funds Management LLC as Sub-Adviser

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


HOLDER

FOXFIELDS FUNDING LLC
By: FS Energy & Power Fund, as Sole Member
By: GSO Capital Partners LP, as Sub-Adviser

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


HOLDER

BLACKSTONE/GSO STRATEGIC CREDIT FUND
By: GSO / Blackstone Debt Funds Management LLC, as Collateral Manager

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


HOLDER

GSO ENERGY MARKET OPPORTUNITIES FUND LP
By: GSO Energy Market Opportunities Associates LLC, as its General Partner

By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Authorized Signatory

[Signature Page to Registration Rights Agreement]


SILVER ROCK FINANCIAL LP,
As Investment Manager to each of the following:
Bayside Partners LLC
DnsmoreLLC
GenDos LLC
GenTrace LLC
GenUno LLC
Mounte LLC
NPILLC
Silver Rock Opportunistic Credit Fund LP
Wellwater LLC

By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		General Counsel

[Signature Page to Registration Rights Agreement]


GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC, on behalf of the listed entities managed, advised or sub-advised by it and not in its individual capacity

21st Century Fox America, Inc. Master Trust
City National Rochdale High Yield Bond Fund
Endurance Investment Holdings Ltd.
General Dynamics Corporation Group Trust
GHY Fund
Guggenheim Credit Allocation Fund
Guggenheim Energy & Income Fund
Guggenheim Funds Trust - Guggenheim Floating Rate Strategies Fund
Guggenheim Funds Trust - Guggenheim Macro Opportunities Fund
Guggenheim Funds Trust- Guggenheim Total Return Bond Fund
Guggenheim High Yield Fund, LLC
Guggenheim Loan and Bond Fund IV
Guggenheim Loan Master Fund, Ltd.
Guggenheim Strategic Opportunities Fund
HCA Inc. Master Retirement Trust
Industriens Pensionsforsikring A/S
Intel Corporation Retirement Plans Master Trust
Maverick Enterprises, Inc.
NZC Guggenheim Master Fund Limited
Renaissance Investment Holdings Ltd
SEI Institutional Managed Trust- Multi-Asset Income Fund Shriners Hospitals for Children
Sonoma County Employees’ Retirement Association
Stichting PGGM Depositary acting in its capacity as depositary of PGGM High Yield Fund
T Bank III to I High Yield Fund- PT
T Bank III to I High Yield Fund – QP
Trinity Health Corporation
Vermont Pension Investment Committee
Wilshire Institutional Master Fund SPC- Guggenheim Alpha Segregated Portfolio
Wilshire Mutual Funds, Inc.- Wilshire Income Opportunities Fund

By:		/s/ Xxxxx X. Xxxxxxxx
Name:		Xxxxx X. Xxxxxxxx
Title:		Attorney-in-Fact

[Signature Page to Registration Rights Agreement]


SECURITY INVESTORS, LLC, on behalf of the listed entities managed, advised or sub-advised by it and not in its individual capacity

Guggenheim Funds Trust - Guggenheim High Yield Fund
Guggenheim Variable Funds Trust- Series P (High Yield Series)

By:		/s/ Xxx X. Xxx
Name:		Xxx X. Xxx
Title:		Senior Vice President and Secretary

[Signature Page to Registration Rights Agreement]


FRANKLIN ADVISERS, INC., AS INVESTMENT MANAGER ON BEHALF OF CERTAIN FUNDS AND ACCOUNTS

By:		/s/ Xxxxx Xxxxxx
Name:		Xxxxx Xxxxxx
Title:		Vice President

[Signature Page to Registration Rights Agreement]


FIR TREE INC. (on behalf of its investment funds under Management)

By:		/s/ Xxxx Xxxxx
Name:		Xxxx Xxxxx
Title:		General Counsel

[Signature Page to Registration Rights Agreement]

Schedule A

Holder Name; Notice and Contact Information


Holder		Contact Information
Bayside Partners LLC DnsmoreLLC GenDos LLC GenTrace LLC GenUno LLC Mounte LLC NPILLC Silver Rock Opportunistic Credit Fund LP Wellwater LLC		Silver Rock Financial LP Attention: Xxxx Xxxxx; Xxxx Xxxxxxxxx 0000 Xxxxxxx Xxxxxxxxx Xxxxx 0000X Xxxxx Xxxxxx, XX 00000 Phone: 000-000-0000; 000-000-0000 Email: xxxxxx@xxxxxx-xxxx.xxx; xxxxxxxxxx@xxxxxx-xxxx.xxx
00xx Xxxxxxx Xxx Xxxxxxx, Inc. Master Trust City National Rochdale High Yield Bond Fund Endurance Investment Holdings Ltd. General Dynamics Corporation Group Trust GHY Fund Guggenheim Credit Allocation Fund Guggenheim Energy & Income Fund Guggenheim Funds Trust - Guggenheim Floating Rate Strategies Fund Guggenheim Funds Trust - Guggenheim Macro Opportunities Fund Guggenheim Funds Trust- Guggenheim Total Return Bond Fund Guggenheim High Yield Fund, LLC Guggenheim Loan and Bond Fund IV Guggenheim Loan Master Fund, Ltd. Guggenheim Strategic Opportunities Fund HCA Inc. Master Retirement Trust Industriens Pensionsforsikring A/S Intel Corporation Retirement Plans Master Trust Maverick Enterprises, Inc. NZC Guggenheim Master Fund Limited Renaissance Investment Holdings Ltd SEI Institutional Managed Trust- Multi-Asset Income Fund Shriners Hospitals for Children Sonoma County Employees’ Retirement Association Stichting PGGM Depositary acting in its capacity as depositary of PGGM High Yield Fund T Bank III to I High Yield Fund- PT T Bank III to I High Yield Fund – QP Trinity Health Corporation Vermont Pension Investment Committee Wilshire Institutional Master Fund SPC- Guggenheim Alpha Segregated Portfolio Wilshire Mutual Funds, Inc.- Wilshire Income Opportunities Fund		Guggenheim Partners Investment Management, LLC Attention: Xxxxxxxx XxXxxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Phone: 000-000-0000 Email: xxxxxxxx.xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
Guggenheim Funds Trust - Guggenheim High Yield Fund Guggenheim Variable Funds Trust- Series P (High Yield Series)		Guggenheim Partners Investment Management, LLC Attention: Xxxxxxxx XxXxxxxx 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Phone: 000-000-0000 Email: xxxxxxxx.xxxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
[Franklin Funds]		Franklin Advisers, Inc. Attention: Xxxxxx Xxxxxxxxxxxxx Phone: 000-000-0000 Email: xxxxxxx@xxx.xxx


[Fir Tree Funds]		Fir Tree Inc. [to come]

GSO Holders:

FS ENERGY & POWER FUND		GSO / Blackstone Debt Funds Management LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Contact: Xxxxxxxx Xxxxxxxx Phone: 000-000-0000 Fax for Notices: 0-000-000-0000 Email for Notices: 00000000000@XXX.XXXXXXX.xxx With a copy to: FS Energy and Power Fund Franklin Square Capital Partners 000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000

FS INVESTMENT CORPORATION II		GSO / Blackstone Debt Funds Management LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Contact: Shaker Choudhury Phone: 000-000-0000 Email for Notices: 00000000000@xxx.xxxxxxx.xxx FS Investment Corporation II Franklin Square Capital Partners 000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000

FS INVESTMENT CORPORATION III		GSO / Blackstone Debt Funds Management LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Contact: Xxxxxxxx Xxxxxxxx Phone: 000-000-0000 Email for Notices: 00000000000@xxx.xxxxxxx.xxx FS Investment Corporation III Franklin Square Capital Partners 000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000

XXXXX CREEK LLC		GSO / Blackstone Debt Funds Management LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Contact: Xxxxxxxx Xxxxxxxx Phone: 000-000-0000 Fax # for Notices: 0-000-000-0000 Email for Notices: 00000000000@xxx.xxxxxxx.xxx With a copy to: Xxxxx Creek LLC Franklin Square Capital Partners 000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000

FOXFIELDS FUNDING LLC		GSO Capital Partners LP 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Contact: Xxxxxxxx Xxxxxxxx Phone: 000-000-0000 Agent Notices: 00000000000@xxx.xxxxxxx.xxx



		With a copy to: Foxfields Funding LLC Franklin Square Capital Partners 000 Xxxxx Xxxxxxxxx Xxxxxxxxxxxx, XX 00000

GSO ENERGY MARKET OPPORTUNITIES FUND LP		GSO Energy Market Opportunities Fund LP c/o GSO Capital Partners LP 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxx/Xxxxxxxx Xxxxxx Phone: (000) 000-0000/2149

BLACKSTONE/GSO STRATEGIC CREDIT FUND		BLACKSTONE/GSO STRATEGIC CREDIT FUND x/x Xxx Xxxx xx Xxx Xxxx Xxxxxx 000 Xxxxxx Xxxxxx, 00xx Xxxxx Attn: Xxxxxx Xxxxxx Phone: 000-000-0000 Fax number 0-000-000-0000 Email: 00000000000@xxx.xxxxxxx.xxx

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REGISTRATION RIGHTS AGREEMENT among TITAN ENERGY, LLC and THE HOLDERS NAMED ON SCHEDULE A HERETO

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