REGISTRATION RIGHTS AGREEMENT by and among GMX RESOURCES INC., the Guarantors Listed on the Signature Page hereto and the Committed Holders Listed on the Signature Page hereto Relating to the Senior Secured Notes Series B due 2017 Dated as of December...Registration Rights Agreement • December 12th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York
This Agreement is made pursuant to (i) the Commitment Agreements, dated November 7, 2012, by and between the Company and each Committed Holder named therein (the “Commitment Agreements”), and (ii) each Purchase Agreement, by and between the Company and each Committed Holder (a) for the benefit of each Committed Holder and (b) for the benefit of the holders from time to time of Initial Securities, including the Committed Holders. On the date hereof, the Company has issued $30,000,000 aggregate principal amount at maturity of Initial Notes to the Committed Holders subscribing to purchase Initial Notes pursuant to the Purchase Agreements. In order to induce the Committed Holders to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of December 19, 2011 (the “Base Indenture”), by and among the Company, the
GMX RESOURCES INC. SENIOR SECURED NOTES SERIES B DUE 2017 6,422,392 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE PURCHASE AGREEMENTPurchase Agreement • December 12th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York
GMX Resources Inc., an Oklahoma corporation (the “Company”) proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the purchaser named herein (the “Purchaser”) on behalf of itself or on behalf of the funds and accounts listed on Annex 1 hereto for which Purchaser serves as investment advisor (the “Funds”), (i) the aggregate principal amount of its Senior Secured Notes Series B due 2017 (the “Series B Notes”) that is indicated on the signature page of the Purchaser hereto and (ii) the aggregate number of shares of the Company’s common stock, par value $0.001 per share (such purchased shares, the “Purchased Stock” and, collectively with the Series B Notes, the “Securities”), that is indicated on the signature page of the Purchaser hereto. The purchase of the Securities hereunder is to be made as contemplated by a Commitment Agreement, dated as of November 7, 2012 (the “Commitment Agreement”) between the Company and the Purchaser. The
REGISTRATION RIGHTS AGREEMENT by and among GMX RESOURCES INC. and the Committed Holders Listed on the Signature Page hereto Relating to Shares of Common Stock Dated as of December 7, 2012Registration Rights Agreement • December 12th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 7, 2012, by and among GMX Resources Inc., a Delaware corporation (the “Company”) and the Committed Holders (as defined below) set forth on the signature pages hereto for the benefit of certain Holders, each of whom has agreed to purchase (i) the Company’s Senior Secured Notes Series B due 2017 (collectively, the “Notes”) and (ii) an aggregate 15,979,253 shares of the Company’s common stock, par value $0.001 per share (such shares of the Company’s common stock, or any other capital stock of the Company into which such common stock is reclassified, reconstituted, exchanged, or converted, the “Securities”) pursuant to the Commitment Agreements (as defined below) and the Purchase Agreements (as defined below). The Company has issued the Securities to the Investors pursuant to the Commitment Agreements and the Purchase Agreements.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • December 12th, 2012 • GMX Resources Inc • Crude petroleum & natural gas • New York
INDENTURE, dated as of December 19, 2011, among GMX Resources Inc., an Oklahoma corporation (the “Issuer”), the Guarantors (as hereinafter defined) and U.S. Bank National Association, as Trustee (the “Trustee”) and as Collateral Agent, as amended by the First Supplemental Indenture, dated as of December 7, 2012 among the parties hereto.
