REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this Agreement) is made and entered into as of ______________, 2007, among GeoResources, Inc., a Colorado corporation (Geo), Southern  Bay Energy Acquisition, LLC, a Texas limited liability company (Southern Sub), Chandler Acquisition, LLC, a Colorado limited liability company (Chandler Sub), and the investors signatory hereto (each such investor is a Holder and any or all such investors are, collectively, the Holders).

WHEREAS, the parties have agreed to enter into this Agreement in connection with, and as a condition to the Closing, under Section 6.2(f) of the Agreement and Plan of Merger, dated September 14, 2006 (the Merger Agreement), among Geo, Southern Sub, Chandler Sub, Southern Bay Oil & Gas, L.P., a Texas limited partnership, Chandler Energy, LLC, a Colorado limited liability company and PICA Energy, LLC, a Colorado limited liability company; and

WHEREAS, this Agreement is also entered into in connection with that certain Private Placement Memorandum (the PPM) (which includes the definitive Proxy Statement of Geo filed with the Securities and Exchange Commission (the Commission) on February 23, 2007), to which this Agreement is attached as Exhibit C, and it is required that each respective Holder concurrently enter into this Agreement in connection with the Yuma Working Interests Sale Agreement (the Yuma Working Interests Sale Agreement) attached as Exhibit D and that certain Subscription Agreement (the Subscription Agreement), between the Geo and the Holder, attached as Exhibit B to the PPM, under which the undersigned Holder has irrevocably subscribed for shares of Common Stock (the Common Stock) of Geo;

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, Geo and the parties hereto agree as follows:

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 Merger Agreement, and (b) the following terms have the meanings indicated:

Filing Date means, with respect to the initial Registration Statement required to be filed pursuant to Section 6.2(f) of the Merger Agreement, 30 days after the Closing.

Prospectus means the prospectus to be included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act of 1933 (the Securities Act)), as such Prospectus may be amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all materials incorporated by reference or deemed to be incorporated by reference into such Prospectus.

Registrable Securities means any Common Stock issued or issuable pursuant to the Merger Agreement, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

Registration Statement means any registration statement of Geo which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference into such registration statement.

Required Effectiveness Date means, with respect to the Registration Statement required to be filed hereunder, 90 days after the Closing (or, if the Commission conducts a review of the Registration Statement, 120 days after the Closing).

 Rule 415, Rule 424 and Rule 461 means Rule 415, Rule 424 and Rule 461, respectively, promulgated by the Commission pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

Shelf and Piggyback Registration Rights

As promptly as possible, and in any event on or prior to the Filing Date, Geo shall prepare and file with the Commission a Shelf Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement shall be on Form S-3 (except if Geo is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) the Plan of Distribution attached hereto as Annex A.  Geo shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the Required Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of (i) the second anniversary after the Effective Time and (ii) when all Registrable Securities covered by such Registration Statement have been sold (the Effectiveness Period).  Geo shall notify each Holder in writing promptly (and in any event within two Business Days) after receiving notification from the Commission that a Registration Statement has been declared effective.  

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