Starboard Resources, Inc. (Form: 10-12G/A, Received: 07/26/2013 06:03:03)

FIRST AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated July 25, 2013 (the “ Effective Date ”), between Starboard Resources, Inc., a Delaware corporation (the “Borrower”), and SOSventures, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).

RECITALS

WHEREAS, on March 29, 2013, the Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement (“Existing Credit Agreement”) whereby Lenders extended credit to the Borrower in the form of second lien term loans in the aggregate amount of Ten Million & 00/100 Dollars ($10,000,000);

WHEREAS, on June 27, 2013, the Borrower and Independent Bank entered into a credit agreement whereby the Borrower issued that certain promissory note, dated as of June 27, 2013, in the amount of $100,000,000 (the “Independent Bank Note”) for the benefit of Independent Bank;

WHEREAS, concurrent with the issuance of the Independent Bank Note, Borrower paid off in full all indebtedness owed to Mutual of Omaha Bank and all indebtedness owed to SOSventures;

WHEREAS, in order to keep the Existing Credit Agreement in place given the issuance of the Independent Bank Note and credit agreement, the Borrower, Administrative Agent and Lenders desire to amend and restate the Existing Credit Agreement pursuant to this Agreement;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows:

DEFINITIONS

1. Definitions . As used in this Agreement, the terms “Administrative Agent”, “Agreement”, “Effective Date” and “Borrower” shall have the meanings set forth above and each of the following terms shall have the meaning assigned thereto in this Section, unless the context otherwise requires:

“ Affiliate ” means any Person directly or indirectly controlling, or under common control with, the Borrower and includes any affiliate of the Borrower within the meaning of the regulations promulgated pursuant to the Securities Act of 1933, as amended, with control, as used in this definition, meaning possession, directly or indirectly, of the power to direct or cause the direction of management, policies or action through ownership of voting securities, contract, voting trust, membership in management or in the group appointing or electing management or otherwise through formal or informal arrangements or business relationships.

“ Business Day ” means a day other than a Saturday, Sunday, or other day on which commercial banks in San Antonio, Texas are required or authorized to be closed.

“ Borrowing ” shall mean Loans made on the same date.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.4.

“ Capital Expenditures ” means, in respect of any Person, for any period, the aggregate (determined without duplication) of all exploration and development expenditures (including the costs of acquiring the Oil and Gas Properties) and costs that should be capitalized in accordance with GAAP and any other expenditures that are capitalized on the balance sheet of such Person in accordance with GAAP.

“ Capital Stock ” means:

in the case of a corporation, corporate stock;

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Capitalized Lease ” of a Person means any lease of Property by such Person as lessee which would be capitalized on a balance sheet of such Person prepared in accordance with generally accepted accounting principles.

“ Capitalized Lease Obligations ” of a Person means the amount of the obligations of such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such Person prepared in accordance with generally accepted accounting principles.

“ Casualty Event ” means any loss, casualty or other insured damage to any Property of the Borrower or any of its Subsidiaries in an amount greater than $250,000, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of its Subsidiaries.

“ Cash Flow ” for any fiscal quarter of the Borrower, means Consolidated EBITDAX for such quarter minus Consolidated Tax Expense and Distributions of the Borrower for such quarter.

“ Closing Date ” shall mean the Effective Date of this Agreement.

“ Code ” shall mean the United States Internal Revenue Code as amended from time to time.

“ Collateral ” shall mean the Borrower's right, title and interest in all of its Oil and Gas Properties and its personal property, including, without limitation, the following types of property, whether now owned or hereafter acquired, and wherever located, all "accounts," "general intangibles," "chattel paper," "documents," "letters of credit," "instruments," "deposit accounts," "inventory," "farm products," "fixtures," "equipment," and "investment property" as such terms are defined in the Uniform Commercial Code as adopted in the State of Delaware and in effect on the date hereof, and all products, proceeds and insurance proceeds of the foregoing.

“ Commitment ” means, with respect to each Lender, the commitment of such Lender to make its Loans hereunder and “Commitments” means the aggregate amount of the Commitments of all Lenders. The amount of each Lender’s Commitment is set forth on Annex I.

“ Commodity Hedging Transaction ” means any swap transaction, cap, floor, collar, exchange transaction, forward transaction, or other exchange or protection transaction relating to hydrocarbons or any option with respect to any such transaction, including derivative financial instruments.

“ Consolidated Current Assets ” means the current assets of the Borrower and its consolidated subsidiaries determined in accordance with GAAP (but excluding the amount of any non-cash items as a result of the application of ASC 410 and 815, as amended) plus the Unused Available Commitment.

“ Consolidated Current Liabilities ” means the current liabilities of the Borrower and its consolidated subsidiaries determined in accordance with GAAP (but excluding the amount of any liabilities respecting any non-cash items as a result of the application of ASC 410 and 815, as amended), exclusive of the current portion of the Note.

“ Consolidated Depreciation, Depletion and Amortization Expense ” means, for any period, the depreciation, depletion, and amortization expense of the Borrower and its consolidated subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“ Consolidated EBITDAX ” means, for any period, Consolidated Net Income for such period, adjusted by:

(x) adding thereto , in each case without duplication and only to the extent (and in the same proportion) deducted in determining Consolidated Net Income:

(a) Consolidated Interest Expense for such period,

(b) Consolidated Tax Expense for such period,

(d) the aggregate amount of all other non-cash charges (including, if other than GAAP rules are being applied, intangible drilling and completion costs and losses from the sales of assets) and “other expenses” reducing Consolidated Net Income for such period, including, without limitation, non-cash charges attributable to the application of ASC 410 and 815; and

(y) subtracting therefrom , in each case without duplication and only to the extent (and in the same proportion) included in determining Consolidated Net Income, the aggregate amount of all non-cash items (including gains from the sales of assets and non-cash gains attributable to the application of ASC 410 and 815) and “other income” increasing Consolidated Net Income for such period.

“ Consolidated Interest Expense ” means, for any period, the total consolidated interest expense of the Borrower and its consolidated subsidiaries for such period determined in accordance with GAAP.

“ Consolidated Net Income ” means, for any period, the consolidated net income of the Borrower and its consolidated subsidiaries (excluding to the extent included in net income, extraordinary gains and extraordinary losses) for such period determined in accordance with GAAP.

“ Consolidated Tax Expense ” means, for any period, the tax expense of the Borrower and its consolidated subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

“ Contested in Good Faith ” means a matter (a) which is being contested in good faith by or on behalf of any Person, by appropriate and lawful proceedings diligently conducted, satisfactory to the Administrative Agent, and for which a reserve has been established in an amount determined in accordance with GAAP, (b) in which foreclosure, distraint, sale, forfeiture, levy, execution or other similar proceedings have not been initiated or have been stayed and continue to be stayed, and (c) in which a good faith contest will not materially detract from the value of the Collateral, materially jeopardize the rights of the Administrative Agent, the Lenders or the Borrower with respect thereto, materially interfere with the operation by the Borrower of its business, or otherwise have a Material Adverse Effect.

“ Credit Balance ” shall mean, at any time, the combined outstanding principal and interest balance of the Loans at such time.

“ Credit Agreement Document ” shall collectively mean this Agreement, the Existing Credit Agreement, the Note, the Security Documents to be filed by the Borrower, and all other documents and instruments now or hereafter delivered pursuant to the terms of or in connection with this Agreement, or the Security Documents, and all renewals and extensions of, or amendments or supplements to, or restatements of any or all of the foregoing from time to time in effect.

“ Debt ” or “ Indebtedness ” of any Person means at any date, without duplication:

(i) all obligations of such Person for money borrowed, including (a) the obligations of such Person for money borrowed by a partnership of which such Person is a general partner, (b) obligations, whether or not assumed, which are secured in whole or in part by the Property of such Person or payable out of the proceeds or production from Property of such Person, and (c) any obligations of such Person in respect of letters of credit and repurchase agreements;

(ii) all obligations of such Person evidenced by notes, debentures, bonds or similar instruments;

(iii) all obligations of such Person to pay the deferred purchase price of Property or services (except trade accounts arising in the ordinary course of business if interest is not paid or accrued thereon);

(iv) all obligations of others, to the extent any such obligation is secured by a Lien, except a Permitted Lien, on the assets of such Person (whether or not such Person has assumed or become liable for the obligation secured by such Lien).

(v) all Capitalized Lease Obligations of such Person;

(vi) all liabilities which in accordance with applicable accounting principles would be included in determining total liabilities as shown on the liability side of a balance sheet;

(vii) all obligations of such Person under Hedging Agreements and Hedging Transactions;

(viii) all Guarantees by such Person; and

(ix) all Off-Balance Sheet Debt..

“ Default ” shall mean any event or occurrence that with the lapse of time or the giving of notice, or both, would become an Event of Default.

“ Discharge of First Lien Obligations ” shall have the meaning assigned such term in the Intercreditor Agreement.

“ Distributions ” means dividends, distributions or other payments to Persons on account of their being the holders of Capital Stock or other Equity Interests in the Borrower.

“ Environmental Complaint ” shall mean any written or oral complaint, order, directive, claim, citation, notice of environmental report or investigation or other notice by any Governmental Authority or any other Person with respect to (a) air emissions, (b) spills, releases or discharges to soils or any improvements located thereon, surface water, groundwater or the sewer, septic system or waste treatment, storage or disposal systems servicing any Property of Borrower, (c) solid or liquid waste disposal, (d) either the use, generation, storage, transportation or disposal of any Hazardous Substance, or (e) other environmental, health or safety matters affecting any Property of Borrower or the business conducted thereon.

“ Environmental Laws ” shall mean (a) the following federal laws as they may be cited, referenced and amended from time to time: the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Water Pollution Control Act, the Environmental Pesticides Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Endangered Species Act, the Resource Conservation and Recovery Act, the Occupational Safety and Health Act, the Hazardous Materials Transportation Act, the Superfund Amendments and Reauthorization Act, and the Toxic Substances Control Act; (b) any and all equivalent environmental statutes of any state in which Property of the Borrower is situated, as they may be cited, referenced and amended from time to time; (c) any so-called federal, state or local “Superfund” or “Superlien” statutes, (d) any rules or regulations promulgated under or adopted pursuant to the above federal and state laws; and (e) any other equivalent federal, state or local statute or any requirement, rule, regulation, code, ordinance or order adopted pursuant thereto, including, without limitation, those relating to the generation, transportation, treatment, storage, recycling, disposal, handling or release of hazardous substances.

“ Equity Interests ” means shares of Capital Stock, partnership interests, membership interests in a limited liability company, beneficial interest in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations thereunder and interpretations thereof.

“ ERISA Affiliate ” means each trade or business (whether or not incorporated) which together with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of Section 4001(b)(1) of ERISA or subsections (b), (c), or (o) of section 414 of the Code.

“ Existing Credit Agreement ” has the meaning specified in the recitals hereto.

“ Events of Default ” shall mean any of the events specified in Section 8 .

“ Financial Officer ” means, for any Person, the chief financial officer, principal accounting officer, treasurer, manager or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Borrower.

“ Financial Statement ” shall mean statements of the financial condition of the Borrower at the point in time and for the period indicated and consisting of at least a balance sheet, statement of income, statement of cash flow and related statements of operations, membership units and other equity, all of which shall be prepared in accordance with GAAP consistently applied and when applicable in comparative form with respect to the corresponding period of the preceding fiscal period or as otherwise required by the Administrative Agent.

“ First Lien Lender ” shall mean Independent Bank, its successors and assigns.

“ First Lien Obligations ” shall mean any amount owed to the First Lien Lender and any approved swap counterparty that has executed an intercreditor agreement with the First Lien Lender.

“ Funded Debt ” means the obligations of the Borrower and its consolidated subsidiaries described in clauses (i) and (ii) of the definition of Debt.

“ GAAP ” shall mean generally accepted accounting principles established by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants and in effect in the United States from time to time during the term of this Agreement.

“ Governmental Authority ” shall mean any foreign governmental authority, the United States, and any political subdivision of any of them, whether state, provincial, or local, and any agency, department, commission, board, bureau, court or other tribunal, or instrumentality of any of them which now or hereafter has jurisdiction over the Administrative Agent, the Lenders (or any participant herein) or a Borrower or a Borrower’s assets.

“ Governmental Requirement ” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, rules of common law, authorization or other directive or requirement, whether now or hereinafter in effect, of any Governmental Authority.

“ Guarantee ” or “ Contingent Obligation ” by or of any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing or in effect guaranteeing any Debt, leases, dividends or other obligations of any other Person (for purposes of this definition, a “primary obligation”) and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) any primary obligation or any Property constituting direct or indirect security therefor (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, to make reimbursement in connection with any letter of credit or to maintain financial statement conditions, by comfort letter or other similar undertaking of support or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of any primary obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part) with the amount of any Guarantee or Contingent Obligation being deemed to be equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or Contingent Obligation is incurred or, if not stated or determinable, the maximum primary obligation which could reasonably be anticipated to arise in respect thereof. The term Guarantee (or Contingent Obligation) includes the pledging or other encumbrance of assets by a Person to secure the obligations of another Person and restrictions or limitations on a Person or its assets agreed to in connection with the obligations of another Person, but does not include endorsements for collection or deposit in the ordinary course of business; and “Guaranteed” by a Person or “incurring a Contingent Obligation” or words of similar import shall mean the act or condition of providing a Guarantee by such Person or such Person becoming contingently obligated or permitting a Guarantee or Contingent Obligation of such Person to exist or come into existence.

“ Hazardous Substance ” means any substance regulated or as to which liability might arise under any applicable Environmental Law and including without limitation: (a) any chemical, compound, material, product, byproduct, substance or waste defined as or included in the definition or meaning of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic waste,” “extremely hazardous substance,” “toxic substance,” “contaminant,” “pollutant,” or words of similar meaning or import found in any applicable Environmental Law; (b) Hydrocarbons, petroleum products, petroleum substances, natural gas, oil, oil and gas waste, crude oil, and any components, fractions, or derivatives thereof; and (c) radioactive materials, explosives, asbestos or asbestos containing materials, polychlorinated biphenyls, radon, infectious or medical wastes.

“ Hedging Agreement ” means any International Swap Dealers Association, Inc. Master Agreement or other agreement and all schedules and exhibits attached thereto and incorporated therein that set forth set forth one or more Hedging Transactions or the general terms upon which a Person may enter into one or more Hedging Transactions.

“ Hedging Transaction ” means a Commodity Hedging Transaction or a Rate Management Transaction or any other transaction with respect to any swap, forward, future or derivative transaction or option or similar transaction, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

“ Highest Lawful Rate ” shall mean on any day, the maximum nonusurious rate of interest permitted for that day by whichever of applicable federal or Texas law permits the higher interest rate, stated as a rate per annum. On each day, if any, that the Texas Finance Code, as supplemented by art. 1D.003 of the Texas Credit Title, as it may from time to time be amended (the “ Texas Credit Code ”), establishes the Highest Lawful Rate, the Highest Lawful Rate shall be the “weekly rate ceiling”, as referred to in Section 303.002 of the Texas Finance Code, after application of Section 303.009 of the Texas Finance Code, for that day. Provided, however, that to the extent permitted by applicable law, Administrative Agent reserves the right to change, from time to time by further notice and disclosure to a Borrower, the ceiling on which the Highest Lawful Rate is based under the Texas Finance Code, and, provided further, that the “highest non-usurious rate of interest permitted by applicable law” for purposes of this Agreement shall not be limited to the applicable rate ceiling under the Texas Finance Code if federal laws or other state laws now or hereafter in effect and applicable to this Agreement (and the interest contracted for, charged and collected thereunder) shall permit a higher rate of interest.

“ Hydrocarbons ” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refine or separated therefrom.

“ Hydrocarbon Interests ” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“ Indebtedness ” see Debt.

“ Independent Bank ” shall mean Independent Bank, a Texas banking association, its successors and assigns.

“ Independent Bank’s Credit Agreement ” shall mean that certain credit agreement, its promissory note, exhibits and schedules attached thereto, and dated as of June 27, 2013, between the Borrower and Independent Bank.

“ Independent Bank’s Security Interest ” shall mean the security interests contemplated by Independent Bank’s Credit Agreement and the “Hedge Intercreditor Agreement” (as defined in Independent Bank’s Credit Agreement).

“ Insolvency Proceeding ” shall mean application (whether voluntary or instituted by another Person) for, or the consent to, the appointment of a receiver, trustee, conservator, custodian or liquidator of any Person or of all or a substantial part of the Property of such Person, or the filing of a petition (whether voluntary or instituted by another Person) commencing a case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor’s relief or other similar Law of the United States, the State of Texas or any other jurisdiction.

“ Intercreditor Agreement” shall mean that certain intercreditor agreement of even date herewith, among the Borrower,, Independent Bank, and SOSventures, LLC, as administrative agent for the Lenders herein.

“ Law(s) ” shall mean all applicable statutes, laws, ordinances, rules, rulings, interpretations, regulations, judgments, requirements, governmental authorizations (including licenses, permits, franchises and other governmental consents necessary for the ownership or operation of Property), orders, writs, injunctions or decrees (or interpretations of any of the foregoing) of any governmental authority or Tribunal.

“ Lenders ” means each Person listed on Annex I and any Person that shall have become a party hereto pursuant to an assignment made in accordance with Section 9, other than any such Person that ceases to be a party hereto pursuant to such assignment.

“ Lien ” shall mean any lien, mortgage, security interest, tax lien, pledge, conditional sale or title retention arrangement, or any other interest in or encumbrance upon, property, which is designed to secure the repayment of Indebtedness, whether arising by agreement, under any Law or otherwise.

“ Litigation ” shall mean any proceeding, claim, lawsuit, and/or investigation conducted or threatened by or before any Tribunal.

“ Loan Documents ” means this Agreement, the Notes, if any, the Intercreditor Agreement and the Security Documents.

“ Loan(s)” shall mean the loan(s) made by the Lenders in favor of the Borrower contemplated by this Agreement as provided for in Section 2 .

“ Material Adverse Effect ” shall mean any set of circumstances or events which (a) would have an adverse effect upon the validity or enforceability of any of the Credit Agreement Documents, (b) is or could reasonably be expected to become material and adverse to the business, condition (financial or otherwise), operations or prospects of the Borrower, (c) could reasonably be expected to materially impair the Borrower’s ability to fulfill its obligations under the terms of the Credit Agreement Documents, or (d) constitutes a Default or an Event of Default.

“ Mortgaged Properties ” shall mean all of the interest of Borrower in its leased properties and any Property of the Borrower or its Subsidiaries, rights associated therewith, as-extracted collateral, and all related equipment located thereon, and proceeds and products of the foregoing which is subject to the Liens existing and to exist under the terms of the Security Documents.

“ Note ” shall mean a note in the form set forth in Exhibit A to each Lender, together with any and all renewals, extensions for any period, increases and rearrangements thereof.

“ Obligations ” shall mean, without duplication, any and all Indebtedness evidenced by the Loan(s) and any and all interest, fees, late fees, attorney fees and costs, obligations, liabilities, indebtedness, charges and expenses, in connection therewith or in connection with any Credit Agreement Document, and with respect to all of the foregoing to the extent that any of the same includes or refers to the payment of amounts deemed or constituting interest, only so much thereof as shall have accrued, been earned and remains unpaid at each relevant time of determination.

“ Off-Balance Sheet Debt ” means, with respect to a Person, (a) any repurchase indebtedness, liability or obligation of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation of such Person under any sale and leaseback transaction which is not a Capitalized Lease Obligation, (c) any indebtedness, liability or obligation of such Person under any synthetic, off-balance sheet or tax retention lease, or (d) any indebtedness, liability or obligation of such Person arising with respect to any other transaction, or agreement for the use or possession of any Property, which is the functional equivalent, or takes the place, of borrowing but which does not constitute a liability on the balance sheet of such Person.

“ Oil and Gas Properties ” shall mean the presently existing Hydrocarbons, undeveloped oil, gas and mineral properties and the proved developed producing oil, gas and mineral properties mortgaged to the Administrative Agent pursuant to the terms hereof, including, without limitation, overriding royalty and royalty interests, leasehold estate interests, net profits interests, production payment interests and mineral fee interests, together with contracts executed in connection therewith and all tenements, hereditaments, appurtenances and properties appertaining, belonging, affixed or incidental thereto and the related personal properties located thereon.

“ Organizational Documents ” means, with respect to any Person, (a) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such Person, (b) in the case of any limited liability company, the certificate of formation and limited liability company agreement (or similar documents) of such Person, (c) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (d) in the case of any general partnership, the partnership agreement (or similar document) of such Person and (e) in any other case, the functional equivalent of the foregoing.

“ Permitted Liens ” shall mean (a) liens for Taxes incurred in the course of business (which are not yet due or are being Contested in Good Faith); (b) liens in connection with workers’ compensation, unemployment insurance or other social security (other than Liens created by Section 4068 of ERISA) old-age pension or public liability obligations which are not yet due or are being Contested in Good Faith; (c) other Liens existing as of the Closing Date as disclosed through the course of the Administrative Agent’s due diligence; (d) liens created in favor of the Administrative Agent for the benefit of the Lenders and other Liens expressly permitted under the Security Documents; (e) liens arising in the ordinary course of business from pledges or deposits to secure public or statutory obligations, or deposits to secure (or in lieu of) surety, stay, appeal or customs bonds; encumbrances consisting of easements, zoning restrictions, of other restrictions on the use of Property, provided that such encumbrances do not materially impair the use of such Property for the purposes intended, and none of which are violated by existing or proposed structure or land use, and such other material encumbrances as have been disclosed to and approved by the Administrative Agent in writing; (f) good faith deposits in connection with bids, tenders, contracts or leases, performance or other similar bonds; (g) liens arising from services or materials provided in the ordinary course of business that are being contested in good faith; (h) liens arising under its hedging agreement with Cargill Incorporated and (i) Independent Bank’s Security Interest.

“ Person ” shall mean an individual, corporation, partnership, limited liability company, trust, unincorporated organization or a government or any agency or political subdivision thereof.

“ Plan ” means any employee benefit plan, as defined in section 3(2) of ERISA, which (a) is currently hereafter sponsored, maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower or a Subsidiary or an ERISA Affiliate.

“ Principal Office ” shall mean the principal office of the Administrative Agent in Austin, Texas presently located at 6800 West Gate Blvd, Ste 132 PMB#123 Austin, TX 78745 with a mailing address of Penrose Wharf 2 nd Floor, Alfred Street, Cork, Ireland.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) now existing or hereafter entered into by the Borrower which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

“ Release of Hazardous Substances ” shall mean any emission, spill, release, disposal or discharge, except in accordance with a valid permit, license, certificate or approval of the relevant Governmental Authority, and notice of which is required to be given thereof by the person responsible for such emission, spill, release, disposal or discharge to a Governmental Authority of any Hazardous Substance into or upon (a) the air, (b) soils or any improvements located thereon, (c) surface water or groundwater, or (d) the sewer, septic system or waste treatment, storage or disposal system servicing any Mortgaged Property of the Borrower.

“ Requirement of Law ” shall mean, as to any Person, the certificate or articles of incorporation and by-laws or other organizational or governing documents of such Person, and any applicable law, treaty, ordinance, order, judgment, rule, decree or regulation or determination of any tribunal or other Governmental Authority, including, without limitation, rules, regulations and orders and requirements for permits, licenses, registrations, approvals or authorizations, in each case as such now exist or may be hereafter amended and are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each January 1 st or July 1 st the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and the Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and Capital Expenditures with respect thereto as of such date, based upon the economic assumptions consistent with the Administrative Agent’s lending requirements at the time.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any of its Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any of its Subsidiaries.

“ Security Documents ” shall mean the security instruments executed and delivered in satisfaction of the conditions set forth in Section 3, 3.1, 3.2 and 3.5 , and all other documents and instruments at any time executed as security for all or any portion of the Obligations, as the same may be amended from time to time.

“ Subsidiary ” means: (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or managers or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the Borrower or one or more of its Subsidiaries or by the

Borrower and one or more of its Subsidiaries and (b) any partnership of which the Borrower or any of its Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of the Borrower.

“ Taxes ” shall mean all taxes, assessments, filing or other fees, levies, imposts, duties, deductions, withholdings, stamp taxes, interest equalization taxes, capital transaction taxes, foreign exchange taxes or charges, or other charges of any nature whatsoever from time to time or at any time imposed by any Law or Tribunal.

“ Termination Date ” shall mean February 1, 2016.

“ Tribunal ” shall mean any court, governmental department or authority, commission, board, bureau, agency, arbitrator or instrumentality of any state, political subdivision, commonwealth, nation, territory, county, parish, or municipality, whether now or hereafter existing, having jurisdiction over the Administrative Agent, the Lenders, the Borrower or its Property.

“ Unused Available Commitment ” means, at any time, an amount (not less than zero) equal to the remainder, if any, of the (a) Commitment for the Lender in effect at such time minus (b) the outstanding principal amount owed to the Lender under the Note at such time.

AMOUNT AND TERMS OF CREDIT

2. Loans. Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties made by the Borrower herein, each Lender agrees to make Loans to the Borrower in a principal amount equal to such Lender’s Commitment. The aggregate principal amount of all Commitments on the Effective Date is Ten Million and 00/100 Dollars ($10,000,000.00). Within the foregoing limits, the Borrower may borrow, repay and reborrow the Commitments hereunder on or after the date hereof and prior to the Termination Date and subject to the terms and conditions of this Agreement; and each Lender hereby agrees to make Loans to the Borrower to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to the account designated by the Borrower in a Borrowing Request

2.1. Minimum Amounts; Limitation on Number of Borrowings . At the time that each is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000; provided that a Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Commitments.

2.2. Termination . The Commitments will expire on the Termination Date unless sooner terminated by the Lender upon the occurrence of an Event of Default as defined in paragraph 8 hereof.

2.3. Interest Rate . Interest shall accrue on the outstanding unpaid principal balance, and other amounts due and payable under each Note from time to time, commencing on the Effective Date until May 29, 2014 at the rate of seventeen percent (17%) simple interest per annum, calculated on the basis of actual days elapsed and compounding annually. Following May 29, 2014, interest shall accrue on the outstanding unpaid principal balance, and other amounts due and payable under each Note from time to time, until the outstanding unpaid principal balance has been repaid at the increased rate of twenty-two percent (22%) simple interest per annum, calculated on the basis of actual days elapsed and compounding annually.

2.4. Requests for Borrowings . To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, San Antonio, Texas time, one (1) Business Day before the date of the proposed Borrowing. Such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, email or telecopy to the Lender of a written Borrowing Request in substantially the form of Exhibit B and signed by the Borrower’s presiding Chief Executive Officer (“CEO”), currently Michael J. Pawelek. Each such telephonic and written Borrowing Request shall specify the following information in compliance:

i.	the aggregate amount of the requested Borrowing;

ii.	the date of such Borrowing, which shall be a Business Day; and

iii.	the location and number of the Borrower’s account to which funds are to be disbursed.

Following receipt of a Borrowing Request in accordance with this Section 2.4, the Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so requested to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request.

2.5. Payment of Interest . Accrued and unpaid interest on the principal of the Loans shall be due and payable on a quarterly basis, with the first payment commencing on or about November 25, 2013, with each subsequent payment due on the same day of each quarter after that, provided that any payment of interest may only be made if the requirements of prepayment set forth below in Section 2.8 are met. All interest payments shall be made in cash.

2.6. Repayment . All payments (including prepayments) made by a Borrower on account of the Loans shall be made to Administrative Agent at its address set forth in this Agreement (or otherwise designated by the Administrative Agent) in federal or other immediately available funds before 1:00 p.m., San Antonio, Texas time, on the date such payment is required to be made. Any payment received and accepted by Administrative Agent after such time shall be considered for all purposes (including the calculation of interest, to the extent permitted by law) as having been made on the next following Business Day. If any payment under the Loans shall be due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

2.7. Maximum Lawful Interest . It is not the intention of the Administrative Agent, the Lenders or the Borrower to violate the laws of any applicable jurisdiction relating to usury or other restrictions on the maximum lawful interest rate. The Credit Agreement Documents and all other agreements between the Borrower and the Administrative Agent and/or the Lenders, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no event shall the interest paid or agreed to be paid to the Lenders for use, forbearance or detention of money loaned, or for the payment or performance of any covenant or obligation contained herein or in any other Credit Agreement Document exceed the maximum amount permissible under applicable law. If from any circumstances the Lenders shall ever receive anything of value deemed interest under applicable law which would exceed interest at the Highest Lawful Rate, such excessive interest shall be applied to the reduction of the principal amount owing hereunder, and not to the payment of interest, or if such excessive interest exceeds any unpaid balance of principal, such excess shall be refunded to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the Loan evidenced by a Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the affected note until payment in full, so that the rate of interest on account of such Note is uniform throughout the term thereof.

2.8. Prepayment . Borrower cannot pay, and the Administrative Agent and the Lenders cannot accept from Borrower, any principal or cash interest payments until the First Lien Obligations are fully paid except in accordance with the following:

(a) Borrower may make a quarterly payment on the Obligations within three business days following the delivery of a quarterly compliance certificate not exceeding $3,000,000 in the aggregate during any fiscal quarter if, after giving effect thereto, no event of Default or Event of Default exists or would result therefrom and, after giving effect to such payment, Borrower would have no less than 25% of unused availability under the then existing Borrowing Base under Independent Bank’s Credit Agreement (as such term is define therein).

Provided, however, that prepayments may be made at any time after the Discharge of First Lien Obligations. No such prepayment shall, until all Obligations are fully paid and satisfied, excuse the payment as it becomes due of any payment provided for herein. All prepayments made pursuant to this Section 2.8 shall be applied first to accrued and unpaid interest and then to the principal balance. Borrower agrees not to send the Administrative Agent or the Lenders payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such payment, the Administrative Agent or the Lenders, as applicable, may accept it without losing any of their rights under this Agreement, and Borrower will remain obligated to pay any further amount owed to the Administrative Agent and the Lenders.

2.9. Use of Proceeds . The proceeds of the Notes shall be used for funding the Borrower’s oil drilling projects. The Borrower shall not, without the prior written consent of the Lenders, use the proceeds of the Notes for making and/or securing any acquisitions.

COLLATERAL AND SECURITY

3. Oil and Gas Properties . To secure the performance by the Borrower of its obligations hereunder, and under the Notes and Security Documents, whether matured or unmatured, direct or contingent, including extensions, modifications, renewals and increases thereof, and substitutions therefor, contemporaneously with or prior to the execution of this Agreement and the Notes, the Borrower shall, subject to the terms of the Intercreditor Agreement, grant, assign and maintain in favor of the Administrative Agent for the benefit of the Lenders at all times until each of the Obligations hereunder, including the Notes, are paid and satisfied in full, valid mortgage liens and perfected security interests in and to all of the right, title and interest in the Mortgaged Properties. In order to provide the Administrative Agent with such valid mortgage liens and perfected security interests, the Borrower shall execute and deliver to the Administrative Agent at Closing any and all instruments mortgaging the Mortgaged Properties.

3.1. Company Assets/Collateral . To secure the performance by the Borrower of its obligations hereunder, and under the Notes and Security Documents, whether matured or unmatured, direct or contingent, including extensions, modifications, renewals and increases thereof, and substitutions therefor, contemporaneously with or prior to the execution of this Agreement and the Notes, the Borrower shall, subject to the terms of the Intercreditor Agreement, grant, assign and maintain in favor of the Administrative Agent for the benefit of the Lenders at all times until each of the Obligations hereunder, including the Notes, are paid and satisfied in full, valid perfected security interests in the Collateral.

3.2. Consent to UCC-1 Filing . Borrower hereby consents to the filing by or on behalf of Administrative Agent of such financing statements on Form UCC-1 as the Administrative Agent may determine to be needed to perfect the security interest granted herein.

3.3. Collateral . The Administrative Agent will at all times have, a perfected security interest in all of the Collateral. Borrower will immediately advise Administrative Agent in writing of any material loss or damage to the Collateral.

3.4. Further Assurances . Borrower will cause to be executed and delivered to the Administrative Agent, in the future, additional Security Documents, if Administrative Agent reasonably deems such are necessary, to insure perfection or maintenance of the Administrative Agent’s security interests and Liens in the Collateral or any part thereof and in Collateral as it is acquired in the future.

3.5. Subordination . Administrative Agent’s security interest in the foregoing items, including but not limited to the Oil and Gas Properties, the Mortgaged Properties, Company Assets and Collateral, shall be subordinate to Independent Bank’s Security Interest in the same foregoing items, if any.

3.6. Unless a similar amendment, supplement or modification to Independent Bank’s Credit Agreement has been, or is concurrently being made, without the prior written consent of Independent Bank no Credit Agreement Document may be amended, supplemented or otherwise modified or entered into to the extent of such amendment, supplement or modification, or the terms of any new Credit Agreement Document.

The Borrower agrees that each Security Instrument shall include the following language (or language to similar effect approved by Independent Bank):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Administrative Agent pursuant to this Agreement and the exercise of any right or remedy by the Administrative Agent hereunder are subject to the provisions of the Intercreditor Agreement among Borrower, Independent Bank, as First Lien Lender, SOSventures, LLC, as Administrative Agent, and certain other persons party or that may become party thereto from time to time.”

CONDITIONS

4. The obligations of the Administrative Agent and the Lenders to enter into this Agreement and to make the Loan are subject to the satisfaction of the following conditions precedent unless waived in writing by the Administrative Agent:

4.1. Receipt of Credit Agreement Documents and Other Items . The Administrative Agent and the Lenders shall have no obligation under this Agreement unless and until all matters incident to the consummation of the transactions contemplated herein, including, without limitation, the receipt, review and approval by the Administrative Agent and the Lenders of the following documents and other items, appropriately executed when necessary and, where applicable, acknowledged, all in form and substance satisfactory in the good faith judgment of the Administrative Agent and the Lenders and dated, where applicable, of even date herewith or a date prior thereto (unless specifically noted below to the contrary) and acceptable in the good faith judgment of the Administrative Agent and the Lenders:

b) Multiple original counterparts of this Agreement, as reasonably requested by the Administrative Agent;

c) The Note of each Lender executed by the Borrower;

d) Copies of the Articles of Organization and the Operating Agreement of Borrower;

e) Copy of authorizing resolution approving the borrowing, the Credit Agreement Documents and authorizing the transactions contemplated herein and therein, duly adopted by the Board of Directors of the Borrower, accompanied by a certificate of the respective secretary or an assistant secretary of the Borrower, to the effect that such copy is a true and correct copy of resolutions duly adopted at a meeting or by majority consent of the Board of Directors of the Borrower and that such resolution constitutes the resolution adopted with respect to such transactions, has not been amended, modified, or revoked in any respect, and is in full force and effect as of the date of such certificate;

f) Mortgages and security agreements from the Borrower transferring, creating, evidencing, perfecting and otherwise establishing, as applicable, a security interest in the Collateral in favor of the Administrative Agent for the benefit of the Lenders each executed by the Borrower;

g) Results of searches of the UCC records of the States of Delaware and of Texas and of the real estate records of any State where the Oil & Gas Properties are located from a source acceptable to the Administrative Agent and reflecting no Liens, other than Permitted Liens, against any of the Collateral as to which perfection of a Lien is accomplished by the filing of a financing statement;

h) Certificates evidencing the insurance maintained by the Borrower in compliance with applicable provisions of this Agreement;

i) Such other agreements, documents, items, instruments, opinions, certificates, waivers, consents and evidence as the Administrative Agent may reasonably request.

4.2. Representations and Warranties . The representations and warranties of the Borrower under this Agreement are true and correct in all material respects as of such date, as if then made.

4.3. No Event of Default . No Event of Default shall have occurred and be continuing nor shall any event have occurred or failed to occur which, with the passage of time or service of notice or both, would constitute an Event of Default.

REPRESENTATIONS AND WARRANTIES

5. To induce the Administrative Agent and the Lenders to enter into this Agreement and to make the Loan, the Borrower represents and warrants to the Administrative Agent and the Lenders (which representations and warranties shall survive the delivery of the Credit Agreement Documents) that:

5.1. Due Authorization and Existence . The execution and delivery by the Borrower of this Agreement and borrowings hereunder; the execution and delivery by the Borrower of the Credit Agreement Documents; the repayment of the Loan and interest and fees provided for in the Credit Agreement Documents and this Agreement; the execution and delivery of the Security Documents by the Borrower; the performance of all obligations of the Borrower under the Credit Agreement Documents are within the power of the Borrower and have been duly authorized by all necessary action of the Borrower. The Borrower is a corporation legally existing and in good standing under the laws of the State of Delaware and is duly qualified and is in good standing in all states in which it is doing business, except where failure to be qualified will not have a Material Adverse Effect.

5.2. Consents, Conflicts and Creation of Liens . The execution and delivery by the Borrower of the Credit Agreement Documents and the performance (except upon the occurrence of an Event of Default) of the obligations of the Borrower thereunder do not and will not (a) require the consent of any Governmental Authority, (b) contravene or conflict with any Requirement of Law which contravention or conflict would have a Material Adverse Effect, (c) contravene or conflict with any indenture, instrument or other agreement to which the Borrower is a party or by which any Property of the Borrower may be presently bound or encumbered except as described in the Intercreditor Agreement, or (d) result in or require the creation or imposition of any Lien in, upon or of any Property of the Borrower under any such indenture, instrument or other agreement, other than the Credit Agreement Documents or as described in the Intercreditor Agreement.

5.3. Valid and Binding Obligations . All of the Credit Agreement Documents, when duly executed and delivered by the Borrower, will be the legal, valid and binding obligations of the Borrower enforceable against the Borrower by the Administrative Agent and the Lenders in accordance with their respective terms, except as limited by equitable principles and applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or similar laws from time-to-time affecting the rights of creditors generally.

5.4. Title to Collateral . Title to the Collateral is held in the name of Starboard Resources, Inc., and/or its Subsidiaries. All of the Collateral is free and clear of all Liens, except Independent Bank’s Security Interest and Permitted Liens, and the Borrower has good and defensible title to such Collateral.

5.5. Subsidiaries . With exception to the following Subsidiaries, Impetro Resources, LLC and Impetro Operating, LLC, the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries.

5.6. Liabilities, Litigation, and Restrictions . Other than as disclosed during the course of the Administrative Agent’s due diligence, the Borrower has no liabilities, direct or contingent, which may materially and adversely affect its business and operations or ownership of the Collateral. No Litigation of any nature affecting the Borrower is pending before any tribunal or, to the best knowledge of the Borrower, threatened against or affecting the Borrower which might reasonably be expected to result in any material impairment of its ownership of any Collateral or to have a Material Adverse Effect. No unusual or unduly burdensome restriction, restraint or hazard exists by contract, Requirement of Law, or otherwise relative to the business or operations of the Borrower or the ownership of a material portion of the Collateral other than such as relates generally to Persons engaged in business activities similar to those conducted by the Borrower.

5.7. Authorizations and Consents . No authorization, consent, approval, exemption, franchise, permit or license of, or filing with, any Governmental Authority, tribunal or any other Person is required to authorize, or is otherwise required in connection with, the valid execution and delivery by the Borrower of the Credit Agreement Documents, or any instrument contemplated hereby or thereby, the repayment by the Borrower of the Notes and the interest and fees provided in the Credit Agreement Documents and this Agreement, or the performance (except in the Event of Default) by the Borrower of the Obligations; except as may otherwise be required by the Intercreditor Agreement.

5.8. Compliance with Laws . The Borrower and their Properties are in compliance in all material respects with all applicable law, rule, regulation, order or decree, including, without limitation, Environmental Laws, the Natural Gas Policy Act of 1978, as amended, and ERISA.

5.9. Proper Filing of Tax Returns and Payment of Taxes Due . The Borrower has duly and properly filed all United States income tax returns and all other tax returns which are required to be filed by the Borrower, have paid all taxes due except such as are being Contested in Good Faith and as to which adequate provisions and disclosures have been made. The charges and reserves of the Borrower with respect to taxes and other governmental charges are adequate, and the Borrower has no knowledge of any deficiency or additional assessment in a material amount in connection with taxes, assessments, or charges not provided for on its books.

5.10. Environmental Law . As disclosed during the course of the Administrative Agent’s due diligence, the Borrower and has not received notice or otherwise learned of (A) any Environmental Liability which could individually or in the aggregate have a Material Adverse Effect arising in connection with (i) any non-compliance with or violation of the requirements of any Environmental Law or (ii) the release or threatened release of any toxic or hazardous waste into the environment, (B) any threatened or actual liability in connection with the release or threatened release of any toxic or hazardous waste into the environment which could individually or in the aggregate have a Material Adverse Effect or (C) any federal or state investigation evaluating whether any remedial action is needed to respond to a release or threatened release of any toxic or hazardous waste into the environment for which the Borrower is or may be liable.

5.11. No Material Misstatements . No information, exhibit, statement or report furnished before, after or during the course of due diligence to the Administrative Agent by or at the direction of the Borrower in connection with this Agreement contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not misleading as of the date made or deemed made.

5.12. Location of Business and Office . The principal place of business and chief executive office of the Borrower is located at 300 E. Sonterra Blvd., Suite 1220, San Antonio, Texas, 78258, or at such other location as the Borrower may have, by proper written notice hereunder, advised the Administrative Agent.

5.13. Security Documents . The provisions of the Security Documents are effective to create in favor of the Administrative Agent for the benefit of the Lenders legal, valid and enforceable Liens, subject to the provisions of the Intercreditor Agreement, except as limited by equitable principles and applicable liquidation, conservatorship, bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or similar laws from time-to-time affecting the rights of creditors generally, in all right, title and interest of the Borrower in the Collateral described therein, subject to the provisions of the Intercreditor Agreement, which Liens, assuming the accomplishment of recording and filing in accordance with applicable Laws prior to the intervention of rights of other Persons, shall constitute fully perfected Liens on all right, title and interest of the Borrower in the Collateral described therein, subject to Permitted Liens.

5.14. Defaults . The Borrower is not in default and no event or circumstance has occurred which, but for the passage of time or the giving of notice or both, would constitute a default under any loan or credit agreement, indenture, mortgage, deed of trust, security agreement or other agreement or instrument to which the Borrower is a party in any respect. No Event of Default hereunder has occurred and is continuing.

5.15. Liens/Debt . The Borrower has no Debt other than under Independent Bank’s Credit Agreement, under its hedging agreement with Cargill Incorporated, and under the Notes to be issued by the Borrower pursuant to the terms of this Agreement.

AFFIRMATIVE COVENANTS

6. Unless agreed in writing by the Lenders holding a majority of the Loans to the contrary, so long as any Obligation remains outstanding or unpaid:

6.1. Financial Statements of Borrower ; Other Information. The Borrower will furnish to the Administrative Agent:

a) Annual Financial Statements . As soon as available, but in any event in accordance with then applicable law and not later than 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by an independent public accountant of recognized national standing or any other independent public accountant reasonably acceptable to the Administrative Agent (in each instance without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated bases in accordance with GAAP consistently applied.

b) Quarterly Financial Statements . As soon as available, but in any event in accordance with then applicable law and not later than sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

c) Other Accounting Reports . Promptly upon receipt thereof, a copy of each other report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary, or the board of directors of the Borrower or any such Subsidiary, to such letter or report.

d) Other Filings and Reports to Shareholders . Promptly upon receipt thereof, a copy of each other material report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary, or the board of directors of the Borrower or any such Subsidiary, to such letter or report.

e) Notices Under Material Instruments . Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Administrative Agent pursuant to any other provision of this Section 6.1.

f) Notice of Sales of Oil and Gas Properties . In the event the Borrower or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 7.6, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent.

g) Notice of Casualty Events . Prompt written notice, and in any event within three (3) Business Days of the occurrence of any Casualty Event.

h) Information Regarding Borrowers . Prompt written notice (and in any event within ten Business Days prior thereto) of any change (i) in the Borrower or any Subsidiaries name, (ii) in the location of the Borrower or any Subsidiaries’ chief executive office or principal place of business, (iii) in the Borrower or any Subsidiaries’ identity or organizational structure or in the jurisdiction in which such Person is organized or formed, (iv) in the Borrower or any Subsidiaries’ jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any Subsidiaries’ federal taxpayer identification number.

i) Other Reports . The Borrower shall prepare and provide the Administrative Agent the following reports:

(i) on a monthly basis by the 60th day following each calendar month, a report setting forth, for such calendar month, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties described in the most recent Reserve Report, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month; and

(ii) such other information as the Administrative Agent may reasonably request, including, but not limited to, an unaudited income statement, a consolidated balance sheet and a statement of cash flow (with such statement to show any variations from the budget previously delivered), copies of the Borrower’s bank account statements, statement of expenses for the preceding month, notice of any material changes with regard to oil and gas prices received, contracts or production expenses or any material litigation affecting the operation of the Oil and Gas Properties of the Borrower.

j) Notices of Certain Changes . Promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the Organizational Documents, any preferred stock designation or any other organizational document of the Borrower or any Subsidiary.

k) Notice of Purchase of Oil and Gas Properties . In the event the Borrower or any Subsidiary acquires additional Oil and Gas Properties, the Borrower shall deliver promptly, but in any event within 30 days after the end of each calendar quarter in which such acquisition occurred, to the Administrative Agent a list of all newly acquired Oil and Gas Properties of the Borrower and its Subsidiaries setting forth a description of each newly acquired Oil and Gas Property and the cost of each such acquisition.

l) Other Requested Information . Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary (including, without limitation, any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Loan Document, in each case, as the Administrative Agent may reasonably request.

6.2. Take or Pay Agreements . The Borrower will, and will cause each Subsidiary to, deliver to the Administrative Agent contracts or other agreements concerning take or pay, prepayment, and gas balancing liabilities of the Borrower that could have a Material Adverse Effect.

6.3. Reports . The Borrower will, and will cause each Subsidiary to deliver to the Administrative Agent reports on its facilities and property inspection and management access rights.

6.4. Additional Information . The Borrower will, and will cause each Subsidiary to furnish to the Administrative Agent, promptly upon the reasonable request of the Administrative Agent, such additional financial or other information concerning the assets, liabilities, operations and transactions of the Borrower as the Administrative Agent may from time to time reasonably request; and notify the Administrative Agent not less than ten (10) Business Days prior to the occurrence of any condition or event that may change the proper location for the filing of any financing statement or other public notice or recording for the purpose of perfecting a Lien in any Collateral, including, without limitation, any change in the state of organization.

6.5. Notices of Certain Events . Deliver to the Administrative Agent, immediately upon the Borrower’s presiding CEO, having knowledge of the occurrence of any of the following events or circumstances, a written statement with respect thereto, signed by the CEO and setting forth the relevant event or circumstance and the steps being taken with respect to such event or circumstance:

a) Any declaration or payment of any dividend or other distribution of cash, securities, or other assets prior to the Borrower fully satisfying its obligations under this Agreement and the other Loan Documents;

b) Any material changes in the nature of the Borrower’s business;

c) Any Default or Event of Default;

d) Any default or event of default under any material contractual obligation of the Borrower, or any material Litigation affecting the Borrower before any Governmental Authority or Tribunal;

e) Any Litigation involving the Borrower as a defendant or in which any Property of the Borrower is subject to a claim (i) in which the amount involved is $100,000 or more and which is not covered by insurance, (ii) in which, together with any other outstanding litigation or proceeding (whether or not previously disclosed hereunder), the aggregate amount involved in all such litigation is $100,000 or more and which is not covered by insurance, or (iii) in which injunctive or similar relief is sought which affects a Property having a fair market value (net to the Borrower’s interest therein) of more than $100,000 or could reasonably be expected to result in an expenditure by the Borrower of more than $100,000.00;

f) Any existing or asserted Lien on any of the properties of the Borrower, personal or real, tangible or intangible, including, without limitation, the Collateral, excluding Independent Bank’s Security Interest and Permitted Liens;

g) The receipt by the Borrower of any Environmental Complaint or any formal request from any Governmental Authority or other Person for information (other than requirements for compliance reports) regarding any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower which Environmental Complaint or request could reasonably be expected to have a Material Adverse Effect;

h) Any actual, proposed or threatened testing or other investigation by any Governmental Authority or other Person concerning the environmental condition of, or relating to, any Property of the Borrower or adjacent to any Property of the Borrower following any allegation of a violation of any Environmental Law which testing or investigation could reasonably be expected to have a Material Adverse Effect;

i) Any Release of Hazardous Substances by the Borrower from, affecting or related to any Property of the Borrower or adjacent to any Property of the Borrower or Mortgagors except in accordance with applicable Environmental Law or the terms of a valid permit, license, certificate or approval of the relevant Governmental Authority, or the violation of any Environmental Law, or the revocation, suspension or forfeiture of or failure to renew, any permit, license, registration, approval or authorization, which release, violation, revocation, suspension, forfeiture or failure could reasonably be expected to have a Material Adverse Effect; and

j) Any change in the Borrower’s accounting practices and procedures, including a change in the Borrower’s fiscal year;

k) Any other event or condition that could reasonably be expected to have a Material Adverse Effect.

6.6. Compliance with Law . The Borrower will, and will cause each Subsidiary to comply with all applicable laws, rules, regulations, and all orders of any court or tribunal applicable to the Borrower or any of its property, business operations or transactions, the resulting non-compliance of which could have a Material Adverse Effect. Notwithstanding the reasonable efforts of the Borrower to comply with its obligations under this Section 6.6 , should any non-compliance with any Requirement of Law cause or could reasonably be expected to cause a Material Adverse Effect, the Administrative Agent shall be notified of such event pursuant to Section 6.6 and the Administrative Agent and the Lenders shall be entitled to exercise their rights and remedies pursuant to Section 8.1 .

6.7. Payment of Assessments and Charges . The Borrower will, and will cause each Subsidiary to pay all taxes, assessments, governmental charges, rent, and other Indebtedness that, if unpaid, might become a Lien, other than a Permitted Lien, against the Collateral of the Borrower, except any of the foregoing being Contested in Good Faith.

6.8. Hazardous Substances Indemnification . The Borrower shall indemnify and hold the Administrative Agent and the Lenders harmless from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial actions, requirements and enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees and expenses), arising directly or indirectly, in whole or in part, from (a) the presence of any Hazardous Substances on, under or from an, Property of the Borrower, whether prior to or during the term hereof, (b) any activity carried on or undertaken on or off any Property of the Borrower, whether prior to or during the term hereof, and whether by the Borrower, or any predecessor in title, employee, agent, contractor or subcontractor of the Borrower, or any other Person at any time occupying or present on such Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transportation or disposal of any Hazardous Substances at any time located or present on or under such Property, (c) any residual contamination on or under any Property of the Borrower, or (d) any contamination of any Property or natural resources of the Borrower arising in connection with the generation, use, handling, storage, transportation or disposal of any Hazardous Substances by the Borrower, or any employee, agent, contractor or subcontractor of the Borrower, while such Persons are acting within the scope of their relationship with the Borrower, irrespective of whether any of such activities were or will be undertaken in accordance with applicable Requirements of Law, including, without limitation, any of the foregoing arising from negligence, whether sole or concurrent, on the part of the Administrative Agent and/or the Lenders; with the foregoing indemnity surviving satisfaction of all Obligations and the termination of this Agreement, unless all such Obligations have been satisfied wholly in cash from the Borrower and not by way of realization against any Collateral or the conveyance of any Property in lieu thereof, provided that such indemnity shall not extend to any of the foregoing resulting from the Administrative Agent’s or any Lender’s gross negligence or willful conduct or any act or omission by the Administrative Agent or any such Lender with respect to any Property subsequent to the Administrative Agent and/or such Lender becoming the owner of such Property and with respect to which Property such claim, loss, damage, liability, fine, penalty, charge, proceeding, order, judgment, action or requirement arises subsequent to the acquisition of title thereto by the Administrative Agent and/or such Lender.

6.9. Maintenance of Existence and Good Standing . The Borrower will, and will cause each Subsidiary to take all necessary actions to preserve its existence or qualification and good standing in all states in which it is doing business; to obtain and retain all material approvals, consents, permits, licenses and certificates from all applicable governmental authorities; to comply with all valid and applicable statutes, rules and regulations; and to continue to conduct its business in substantially the same manner as such business is now conducted.

6.10. Further Assurances . The Borrower will, and will cause each Subsidiary to promptly cure any defects in the execution and delivery of any of the Credit Agreement Documents and all agreements contemplated thereby, and execute, acknowledge and deliver such other assurances and instruments as shall, in the good faith and reasonable opinion of the Administrative Agent, be necessary to fulfill the terms of the Credit Agreement Documents.

6.11. Brokers and/or Finders Fees . The Borrower is responsible for any payments to brokers and finders associated with this Agreement. Neither the Administrative nor any Lender has utilized any other broker or finder to which it owes fees or payments.

6.12. Subsequent Fees and Expenses . The Borrower shall promptly reimburse the Administrative Agent and/or any Lender (after the Borrower’s receipt of the Administrative Agent’s or such Lender’s request for reimbursement) for all reasonable amounts expended, advanced or incurred by the Administrative Agent or such Lender necessary to protect the Administrative Agent’s or such Lender’s interest, together with interest thereon as provided in this Section 6.12 (i) to satisfy any of the Obligations, (ii) to protect or enforce the Administrative Agent’s or such Lender’s rights under any of the Credit Agreement Documents, (iii) to amend any of the Credit Agreement Documents, or (iv) to protect the Collateral or business of the Borrower; provided, however, if an uncured Event of Default does not exist, the Administrative Agent or such Lender must obtain the Borrower’s contemporaneous written consent prior to making any such expenditure or Advance, or incurring such reimbursable amount.

6.13. Maintenance and Inspection of Tangible Properties . The Borrower will, and will cause each Subsidiary to maintain all of its material tangible Properties in good repair and condition, ordinary wear and tear excepted; make all necessary replacements thereof and operate, if operated by the Borrower, such Properties in a good and workmanlike manner; and permit any authorized representative or representatives of the Administrative Agent or the Lenders to reasonably visit and inspect any tangible Property of the Borrower.

6.14. Maintenance of Insurance and Evidence Thereto . The Borrower shall, and shall cause its Subsidiaries, to continue to maintain, or continue to be maintained, insurance with respect to its Properties and businesses against such liabilities, casualties, risks and contingencies as is customary in the relevant industry and sufficient to prevent a Material Adverse Effect, all such insurance to be in amounts and from insurers reasonably acceptable to the Administrative Agent, and, on the Closing Date or upon any renewal of any such insurance and at other times upon the reasonable request by the Administrative Agent, furnish to the Administrative Agent evidence, satisfactory in the good faith judgment of the Administrative Agent of the maintenance of such insurance.

6.15. Payment of Note and Performance of Obligations . Borrower shall pay the Note according to the reading, tenor and effect thereof, and do and perform every act and discharge all of the Obligations provided to be performed and discharged by the Borrower under the Credit Agreement Documents, at the time or times and in the manner specified.

6.16. Existing Business . The Borrower will, and will cause each Subsidiary to maintain its business as engaged in as of the Closing Date unless otherwise consented to by Lenders holding at least a majority of the Loans in writing.

6.17. Maintenance and Access to Records . The Borrower will, and will cause each Subsidiary to keep adequate records of all transactions so that at any time, and from time to time, true and complete financial conditions may be readily determined, and, promptly following the reasonable request of the Administrative Agent, make such records available during Borrower’s customary business hours for inspection by the Administrative Agent and, at the expense of the Borrower, as applicable, allow the Administrative Agent to make copies thereof at the Borrower’s premises and take same to Administrative Agent’s place of business.

6.18. Financing Statements and Other Actions: Defense of Title . Borrower hereby authorizes the Administrative Agent to file any financing statements, continuation statements, lien entry forms or other similar documents which Administrative Agent deems necessary in order to protect, preserve, continue, perfect, extend or maintain a valid security interest in the Collateral to secure payment of the Obligations. Borrower will take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Administrative Agent in the Collateral and the priority thereof against any Lien not expressly permitted hereunder.

6.19. ERISA Compliance . The Borrower will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (i) promptly after the filing thereof with the United States Secretary of Labor or the Internal Revenue Service, copies of each annual and other report with respect to each Plan or any trust created thereunder, and (ii) immediately upon becoming aware of the occurrence of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or the principal Financial Officer, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action the Borrower, the Subsidiary or the ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service or the Department of Labor with respect thereto.

6.20. Marketing Activities . The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

NEGATIVE COVENANTS

7. Unless agreed upon in writing by the Lenders holding not less than a majority of the Loans to the contrary, which agreement will not be unreasonably withheld, so long as any Obligation remains outstanding or unpaid or any Commitment exists the Borrower covenants and agrees with the Lenders that:

7.1. Financial Covenants.

a) Interest Coverage Ratio. The Borrower will not permit the ratio of Cash Flow to Consolidated Interest Expense to be less than 3.00 to 1.00, determined as of the end of each fiscal quarter of the Borrower ending on or after June 30, 2013.

b) Leverage Ratio . The Borrower will not permit the ratio of (a) the Funded Debt of the Borrower and its consolidated subsidiaries as of the last day of any fiscal quarter to (b) Consolidated EBITDAX for the four-quarter period ending on such last day, to exceed 3.50 to 1.00, determined as of the end of each fiscal quarter of the Borrower ending on or after June 30, 2013.

c) Current Ratio. The Borrower will not permit the ratio of its Consolidated Current Assets to its Consolidated Current Liabilities to be less than 1.00 to 1.00, determined as of the end of each fiscal quarter of the Borrower ending on or after June 30, 2013.

7.2. Indebtedness . The Borrower will not, and will not permit any Subsidiary to, further create, incur, assume or suffer to exist any Indebtedness to any bank or lender, whether by way of loan or otherwise without the prior written consent of the Lenders; provided however, the foregoing restrictions shall not apply to indebtedness arising from Permitted Liens and Independent Bank’s Credit Agreement, which may be increased, amended and/or modified at the Borrower’s request. For purposes of clarity, the foregoing shall not prohibit the Borrower from incurring hedging obligations to Cargill Incorporated or other swap counterparty.

7.3. Contingent Obligations . The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Contingent Obligation on or after the Closing Date; provided however, the foregoing restriction shall not apply to (a) performance guarantees and performance surety or other bonds provided in the ordinary course of business, or (b) trade credit incurred in the ordinary course of business. For purposes of clarity, the foregoing shall not prohibit the Borrower from incurring hedging obligations to Cargill Incorporated or other swap counterparty.

7.4. Lien . The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien on any of the Collateral or any other Property of the Borrower whether now owned or hereafter acquired without the written consent of the Lenders holding a majority of the Loans, provided however, the foregoing restrictions shall not apply to the Independent Bank’s Security Interest and Permitted Liens.

7.5. Restricted Payments . Unless otherwise agreed by the Lenders holding a majority of the Loans, the Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except (i) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests, (ii) Subsidiaries may declare and pay dividends and make distributions to the Borrower with respect to their Equity Interests, and (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries.

7.6. Sales of Assets . Except for sales permitted by Independent Bank’s Credit Agreement, the Borrower shall not, and shall not permit any Subsidiary, to sell, transfer or otherwise dispose of all or a substantial portion of its assets, now owned or hereafter acquired, whether pursuant to a single transaction or a series of transactions. Notwithstanding the foregoing, the Borrower may collect its accounts and dispose of or consume its inventory, supplies and materials in the ordinary course of the Borrower’s business.

7.7. Loans, Advances or Guarantees . The Borrower shall not, and shall not permit any Subsidiary, to make or agree to make or allow to remain outstanding any loans, advances or guarantees to any Person or Affiliate; provided however, the foregoing restrictions shall not apply to (a) existing loans and credit agreements, other than to the Lenders, as disclosed during the course of Administrative Agent’s due diligence and any renewals, refinancings, or extensions of such loan; (b) advances or extensions of credit in the form of accounts payable incurred in the ordinary course of business and upon terms common in the industry for such accounts payable.

7.8. Cancellation of Insurance . The Borrower shall not allow any insurance policy required to be carried hereunder to be terminated or lapse or expire without provision for adequate renewal or comparable substitution.

7.9. Mergers and Consolidations; Chances in Corporate Structure . Unless otherwise agreed to by the Lenders holding a majority of the Loans, the Borrower shall not (i) merge or consolidate with any Person, or permit any such merger or Consolidation; (ii) form, acquire or become a shareholder, partner or joint venturer in any corporation, partnership, joint venture or other business entity; (iii) discontinue business; (iv) make any material change in the nature of or manner in which it conducts its business; (v) form any Plan which is subject to Title IV of ERISA; or (vi) liquidate, wind-up or dissolve; provided that any Subsidiary may participate in a consolidation with (a) the Borrower so long as the Borrower shall be the continuing or surviving entity or (b) any other Subsidiary (provided that if one of such Subsidiaries is a wholly-owned Subsidiary, then the surviving Person shall be a wholly-owned Subsidiary).

7.10. Transactions with Affiliates and/or Related Parties . The Borrower shall not, and shall not permit any Subsidiary, directly or indirectly, to enter into any sale, lease or exchange of Property or any contract for the rendering of goods or services with any Affiliate or related party, other than upon fair and reasonable terms no less favorable than could be obtained in an arm’s length transaction with a Person which was not an Affiliate or related party if such transaction would have a Material Adverse Effect without the prior written consent of the Lenders holding a majority of the Loans.

7.11. Organization or Acquisition of Subsidiaries . The Borrower shall not organize or acquire any subsidiary in addition to those existing as of the Closing Date, if any such organization or acquisition would have a Material Adverse Effect.

7.12. ERISA Compliance . The Borrower will not, and will not permit any Subsidiary to, at any time:

a) Engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which the Borrower, a Subsidiary or any ERISA Affiliate could be subjected to either a civil penalty assessed pursuant to subsections (c), (i), (l) or (m) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code.

b) Fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, the Borrower, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto.

c) Contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to (i) any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any material liability, or (ii) any employee pension benefit plan, as defined in section 3(2) of ERISA, that is subject to Title IV of ERISA, section 302 of ERISA or section 412 of the Code.

7.13. Environmental Matters . The Borrower will not, and will not permit any Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to a release or threatened release of Hazardous Substances, exposure to any Hazardous Substances, or to any remedial action under any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations, Release or threatened Release, exposure, or remedial action could reasonably be expected to have a Material Adverse Effect.

7.14. Material Agreements . The Borrower will not, and will not permit any Subsidiary to, enter into or amend or otherwise modify any contract or other agreement, other than Independent Bank’s Credit Agreement and the “Loan Documents” (as defined in Independent Bank’s Credit Agreement) and the hedge agreements referred to in the “Hedge Intercreditor Agreement” (as defined in Independent Bank’s Credit Agreement), that involves an individual commitment from such Person of more than $100,000 in the aggregate in any twelve (12) month period.

7.15. Subsidiaries . The Borrower will not, and will not permit any Subsidiary to, create any additional Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation and complies with Section 8.14(b). The Borrower shall not, and shall not permit any Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary. Neither the Borrower nor any Subsidiary shall have any Foreign Subsidiaries.

7.16. Negative Pledge Agreements; Dividend Restrictions . Except for Independent Bank’s Credit Agreement, the Intercreditor Agreement, the “Hedge Intercreditor Agreement” (as defined in Independent Bank’s Credit Agreement) and the other Loan Documents, the Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement and the Security Documents) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower, or which requires the consent of or notice to other Persons in connection therewith.

EVENTS OF DEFAULT

8. Events of Default . Any of the following events shall constitute an Event of Default as that term is used herein:

a) Payment Default. Borrower fails to make any payment of principal or interest when due under this Agreement or the Notes;

b) An Event of Default as defined in any Credit Agreement Document shall have occurred;

c) Default shall be made by the Borrower if it fails to observe any covenant or agreement contained in Sections 6.5, 6.6, 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.9, 7.10, 7.11, 7.13, 7.14, 7.15 and 7.16;

d) Any representation or warranty made by the Borrower in any of the Credit Agreement Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Administrative Agent and the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;

e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond the applicable grace period, if any, with respect thereto and such default is not being contested in good faith by the Borrower;

f) The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;

g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;

h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;

i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;

j) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;

k) Any Security Instrument shall for any reason not, or cease to, create valid and perfected Liens against the Collateral purportedly covered thereby; or

l) The good faith determination by the Lenders holding a majority of the Loans that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or

m) The dissolution or loss of legal existence of the Borrower.

8.1. Remedies/Right to Cure .

a) The Administrative Agents and the Lenders will refrain from accelerating the Obligations (unless the First Lien Obligations have been accelerated) or pursuing other enforcement actions against Borrower or the Collateral for a period of 180 days following the occurrence of an Event of Default as specified in Subsection 8(a) or under the terms of the Note and subject to the terms of the Intercreditor Agreement, or the expiration of all payment blockage dates and for so long thereafter as the First Lien Lender is diligently pursuing remedies. Nothing contained in this Section 8.1 shall be construed to limit or amend in any way the Events of Default enumerated in any other Credit Agreement Documents executed in connection with the transaction contemplated herein.

b) If any default, other than a default in payment, is curable and if Borrower has not been given notice of a breach of the same provision of this Agreement within the preceding two (2) months, it may be cured if Borrower, after receiving written notice from Administrative Agent demanding cure of such default: (1) cures the default within ten (10) days; or (2) if the cure requires more than ten (10) days, immediately initiates steps which Lenders holding a majority of the Loans in their sole discretion deem to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonable practical.

c) Upon the occurrence of any Event of Default, Lender’s remedies shall not be exercised in violation of the terms of the Intercreditor Agreement. After the Discharge of the First Lien Obligations and upon the occurrence of an Event of Default the Lenders may, exercise any or all of its rights and remedies provided by law or pursuant to the Credit Agreement Documents.

MISCELLANEOUS

9. Transfers and Participations . Any Lender may, at any time, sell, transfer, assign or grant participations in the Obligations or any portion thereof; and such Lender may forward to each transferee and each prospective transferee all documents and information relating to such obligations, whether furnished by the Borrower or otherwise obtained, as such Lender determines necessary or desirable. The Borrower agrees that each transferee, regardless of the nature of any transfer to it, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such transferee were the direct holder thereof, subject to any agreements between such transferee and the transferor to such transferee. Each Lender agrees that each such transferee shall assume all of the obligations of the assigning Lender pursuant to the Credit Agreement Documents.

9.1. Survival of Representations Warranties and Covenants . All representations and warranties of the Borrower and all covenants and agreements herein made shall survive the execution and delivery of this Agreement, the Note and the Security Documents and shall remain in force and effect so long as any Obligation is outstanding.

9.2. Notices and Other Communications . Except as to verbal notices expressly authorized herein, which verbal notices shall be confirmed in writing, all notices, requests and communications hereunder shall be in writing (including by telegraph or telecopy). Unless otherwise expressly provided herein, any such notice, request, demand or other communication shall be deemed to have been duly given or made when delivered by hand, or, in the case of delivery by mail, deposited in the mail, certified mail, return receipt requested, postage prepaid, or, in the case of telegraphic notice, when delivered to the telegraph company, or, in the case of telecopy notice, when receipt thereof is addressed as follows:

(a) If to the Administrative Agent, to:

SOSventures, Investments Ltd

Penrose Wharf

2 nd Floor

Alfred Street

Cork, Ireland.

(b) If to the Borrower, to:

Starboard Resources, Inc.

300 E. Sonterra Blvd., Suite 1220

San Antonio, Texas, 78258

Any party may, by proper written notice hereunder to the other, change the individuals or addresses to which such notices to it shall thereafter be sent.

9.3. Parties in Interest . Subject to applicable restrictions contained herein, all covenants and agreements herein contained by or on behalf of the Borrower, the Administrative Agent or any Lender shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent or such Lender, as the case may be, and their respective heirs, legal representatives, successors and assigns.

9.4. Rights of Third Parties . All provisions herein are imposed solely and exclusively for the benefit of the Administrative Agent, the Lenders and the Borrower. No other Person shall, have any right, benefit, priority or interest hereunder or as a result hereof or have standing to require satisfaction of provisions hereof in accordance with their terms, and any or all of such provisions may be freely waived in whole or in part by the Administrative Agent or the Lenders at any time if in their sole discretion they deem it advisable to do so.

9.5. Articles and Sections . This Agreement, for convenience only, has been divided into Articles and Sections and it is understood that the rights and other legal relations of the parties hereto shall be determined from this instrument as an entirety and without regard to the aforesaid division into Articles and Sections and without regard to headings prefixed to such Articles or Sections.

9.6. Renewals and Extensions . All provisions of this Agreement relating to the Note shall apply with equal force and effect to each promissory note hereafter executed or issued which in whole or in part represents a renewal or extension of any part of the Indebtedness of the Borrower under this Agreement, the Note, or any other Credit Agreement Document.

9.7. No Waiver; Rights Cumulative . No course of dealing on the part of the Administrative Agent, the Lenders, their officers or employees, nor any failure or delay by the Administrative Agent or the Lenders with respect to exercising any of their rights under any Credit Agreement Document shall operate as a waiver thereof. The rights of the Administrative Agent and the Lenders under the Credit Agreement Documents shall be cumulative and the exercise or partial exercise of any such right shall not preclude the exercise of any other right.

9.8. Survival Upon Unenforceability . In the event any one or more of the provisions contained in any of the Credit Agreement Documents or in any other instrument referred to herein or executed in connection with the Obligations shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of any Credit Agreement Document or of any other instrument referred to herein or executed in connection with such Obligations.

9.9. Amendments or Modifications . Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.

9.10. Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all counterparts together shall constitute but one and the same instrument.

9.11. Controlling Provision Upon Conflict .

(a) In the event of a conflict between the provisions of this Agreement and those of any other Credit Agreement Document, the provisions of this Agreement shall control.

(b) In the event of a conflict between the provisions of this Agreement and those of the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall control.

9.12. Time of Essence . Time is of the essence of this Agreement and of each provision hereof.

9.13. Effect on Existing Credit Agreement . On the Effective Date, the Existing Credit Agreement shall be deemed to be amended, restated, and replaced in its entirety by this Agreement. Each reference to the “Credit Agreement”, the “Loan Agreement” or words of like import in each Loan Document to which Company is party is hereby amended to refer to this Agreement. The parties hereto acknowledge and agree that (a) this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the “Obligations” as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement.

9.14. Disposition of Collateral . Notwithstanding any term or provision, express or implied, in any of the Security Documents, the realization, liquidation, foreclosure or any other disposition on or of any or all of the Collateral shall be in the order and manner and determined in the sole discretion of the Lenders holding a majority of the Loans; provided however, that in no event shall the Lenders or the Administrative Agent violate applicable Law or exercise rights and remedies other than those provided in such Security Documents or otherwise existing at law or in equity.

9.15. GOVERNING LAW . THIS AGREEMENT AND THE CREDIT AGREEMENT DOCUMENTS SHALL BE DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE STATE OF TEXAS AND THE SUBSTANTIVE LAWS OF SUCH STATE AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA IN THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT AND THE CREDIT AGREEMENT DOCUMENTS, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY JURISDICTION WHERE COLLATERAL IS LOCATED REQUIRE APPLICATION OF SUCH LAWS WITH RESPECT TO SUCH COLLATERAL.

9.16. JURISDICTION AND VENUE . ALL ACTIONS OR PROCEEDINGS WITH RESPECT TO, ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS AGREEMENT OR ANY OTHER CREDIT AGREEMENT DOCUMENT MAY BE LITIGATED, AT THE SOLE DISCRETION AND ELECTION OF THE LENDERS HOLDING A MAJORITY OF THE LOANS, IN THE FEDERAL AND STATE COURTS IN TEXAS. THE BORROWER HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS IN TEXAS WITH RESPECT TO ANY LEGAL PROCEEDINGS OR DISPUTES IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE LENDERS IN ACCORDANCE WITH THIS SECTION.

9.17. NO DAMAGES . NEITHER THE ADMINISTRATIVE AGENT NOR THE LENDERS BE LIABLE TO THE BORROWER (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER ARISING, FOR ANY OTHER ACTION TAKEN OR OMITTED WITH RESPECT TO THIS AGREEMENT.

9.18. WAIVER OF RIGHTS TO JURY TRIAL . THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF THIS AGREEMENT OR ANY OTHER CREDIT AGREEMENT DOCUMENT OR OTHERWISE WITH RESPECT THERETO. THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT.

9.19. USA Patriot Act Notice . Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

9.20. Construction of Agreement . Neither party nor any legal counsel shall be construed to be the drafter or primary drafter of this Agreement and in the event of any dispute regarding the construction of this Agreement or any of its provisions, ambiguities or question of interpretation shall not be construed more in favor of one party than the other; rather questions of interpretation shall be construed equally to each party.

9.21. Authority of Administrative Agent . The Administrative Agent shall have the power and authority to enter into the Intercreditor Agreement on its own behalf and on behalf of the Lenders.

9.22. Entire Agreement . This Agreement constitutes the entire Agreement among the parties hereto with respect to the parties hereof and shall supersede any prior agreement between the parties hereto, whether written or oral, relating to the subject hereof. Furthermore, in this regard, this written Agreement and the other written Credit Agreement Documents represent, collectively, the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.

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

BORROWER:	Starboard Resources, Inc.


	By:
		Michael J. Pawelek
		CEO, Starboard Resources, Inc.

ADMINISTRATIVE AGENT AND LENDER:	SOSventures, LLC


	By:
		Sean O’Sullivan
		Managing Director, SOSventures, LLC

EXHIBIT A

FORM OF PROMISSORY NOTE

EXHIBIT A

FORM OF NOTE

$[ ] July __, 2013

FOR VALUE RECEIVED, STARBOARD RESOURCES, INC., a Delaware corporation (the “ Borrower ”) hereby promises to pay to [ ] (the “ Lender ”), or its registered assigns, at the principal office of SOSVENTURES, LLC (the “ Administrative Agent ”), at [_______________], [_____________], the principal sum of [_______________] Dollars ($[____________]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement.

The date, amount, interest rate and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note.

This Note is one of the Notes referred to in the First Amended and Restated Credit Agreement dated as of July __, 2013 among the Borrower, the Administrative Agent and other lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “ Credit Agreement ”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement.

This Note is a registered Note and, as provided in the Credit Agreement, upon surrender of this Note for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of this Note or such holder’s attorney duly authorized in writing), a new Note for a like aggregate principal amount will be issued to, and registered in the name of, the transferee. Prior to the due presentment for registration and transfer, the Borrower may treat the Person in whose name this Note is registered as the holder and the owner of this Note for the purpose of receiving payment and for all other purposes of this Note and the Credit Agreement. Notwithstanding anything to the contrary herein, the right to receive payments of interest and principal under this Note shall be transferable only upon surrender for cancellation of this Note, and the issuance of a new Note registered in the name of the transferee. In addition, the Administrative Agent, acting as agent for the Borrower, shall maintain a register in which it shall record the name of the holder or any transferee, and no transfer shall be valid unless so registered.

This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

	STARBOARD RESOURCES, INC.

	By:
	Name:
	Title:

EXHIBIT B

FORM OF BORROWING REQUEST

July __, 2013

STARBOARD RESOURCES, INC., a Delaware corporation (the “ Borrower ”), pursuant to Section 2.4 of the Credit Agreement dated as of July __, 2013 (together with all amendments, restatements, supplements or other modifications thereto, the “ Credit Agreement ”) among the Borrower and SOSventures LLC, a Delaware limited liability company (the “ Lender ”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:

(i)	Aggregated amount of the requested Borrowing is $________________;

(ii)	Date of such Borrowing is ____________ _, 2013; and

(iii)

Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.4 of the Credit Agreement, is as follows:

Location: Independent Bank

Account number: 1000496065

The undersigned certifies that he/she is the CEO of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants in such capacity and on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement.

	STARBOARD RESOURCES, INC.

	By:
	Name:	Michael Pawelek
	Title:	CEO

ANNEX I

Name of Lender	Applicable Percentage	Commitment
SOSventures, LLC	100.00%	$10,000,000
TOTAL	100.00%	$10,000,000

INTERCREDITOR AGREEMENT

(First Lien – Second Lien)

This INTERCREDITOR AGREEMENT (this “ Agreement ”) is dated July 25, 2013, and entered into by and between Independent Bank , a Texas banking association, as first lien lender (together with is successors and permitted assigns, the “ First Lien Lender ”) under the First Lien Loan Documents (as defined below) and as collateral agent for itself and the Swap Counterparty under the First Lien Mortgages and the Hedge Intercreditor Agreement (each as defined below), including its successors and permitted assigns in such capacity from time to time (“ First Lien Agent ”), and SOSventures, LLC, a Delaware limited liability company (together with is successors and permitted assigns, the “ Second Lien Lender ”) as second lien lender under the Second Lien Documents (as defined below) and as “Administrative Agent” for the lenders party from time to time to the Second Lien Loan Agreement (in such representative capacity, the “ Second Lien Agent ”). Contain terms used herein are defined in Section 1 hereof.

RECITALS

Starboard Resources, Inc., a Delaware corporation (the “ Borrower ”), and the First Lien Lender have entered into that certain “Credit Agreement,” dated as of June 27, 2013, providing for a revolving credit facility and letter of credit facility (as amended, supplemented, amended and restated or otherwise modified from time to time, the (“ First Lien Credit Agreement ”) pursuant to which the Borrower has issued its $100,000,000 revolving credit note (the “ First Lien Note ”);

The Borrower, the Second Lien Agent and the Second Lien Lender are parties to or are entering into that certain loan agreement, dated as of July 25, 2013 (as amended, supplemented, amended and restated or otherwise modified from time to time, the (“ Second Lien Loan Agreement ”), pursuant to which the Borrower has issued its $10,000,000 revolving credit note (the “ Second Lien Note ”);

The obligations of the Borrower under the First Lien Credit Agreement and, to the extent provided in the Hedge Intercreditor Agreement, under the ISDA Master Agreement are to be secured on a first priority basis by Liens on substantially all the Property of the Borrower;

The obligations of the Borrower under the Second Lien Loan Agreement are to be secured on a second priority basis by Liens on substantially all the Property of the Borrower;

The First Lien Loan Documents and the Second Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral and certain other matters; and

First Lien Agent and Second Lien Agent have agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions; Rules of Construction .

1.1 Defined Terms . As used in the Agreement, the following terms shall have the following meanings:

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Bank Product Obligations ” means automatic clearinghouse services, electronic funds transfer services, commercial credit cards, merchant card services, lockbox services, and other types of banking products or cash management services payable to the First Lien Lender or its affiliates.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor statute.

“ Bankruptcy Law ” means the Bankruptcy Code and any other federal, state, or foreign law for the relief of debtors.

“ Borrower ” has the meaning set forth in the recitals to this Agreement.

“ Business Day ” means any day other than a Saturday, Sunday, or day on which banks in Dallas, Texas are authorized or required by law to close.

“ Cash Collateral ” has the meaning set forth in Section 6.2 .

“ Claimholders ” means First Lien Claimholders and Second Lien Claimholders.

“ Collateral ” means all of the Property of any Grantor constituting First Lien Collateral or Second Lien Collateral.

“ DIP Financing ” has the meaning set forth in Section 6.2 .

“ Discharge of First Lien Obligations ” means, except to the extent otherwise expressly provided in Section 5.5 :

(a) payment in full in cash of the First Lien Obligations (other than outstanding Letters of Credit and Bank Product Obligations);

(b) termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations, including termination (or other arrangements satisfactory to the Swap Counterparty in its sole and absolute discretion) of the ISDA Master Agreement and all transactions and confirmations thereunder; and

(c) termination or cash collateralization (in an amount not to exceed the lesser of 105% of the maximum exposure thereof and the amount required by the First Lien Credit Agreement and in the manner required by the First Lien Credit Agreement) of all outstanding Letters of Credit and all Bank Product Obligations.

“ Disposition ” or “ Dispose ” means the sale, assignment, transfer, license, lease (as lessor), exchange, or other disposition (including any sale and leaseback transaction) of any Property by any Person (or the granting of any option or other right to do any of the foregoing).

“ Exercise any Secured Creditor Remedies ” or “ Exercise of Secured Creditor Remedies ” means (a) the taking of any action to enforce any Lien in respect of the Collateral, including the institution of any foreclosure proceedings, the noticing of any public or private sale or other disposition pursuant to Article 9 of the UCC or any diligently pursued in good faith attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, (b) the exercise of any right or remedy provided to a secured creditor under the First Lien Loan Documents or the Second Lien Documents in relation to the Collateral (including, in either case, any delivery of any notice to otherwise seek to obtain payment directly from any account debtor of any Grantor or the taking of any action or the exercise of any right or remedy in respect of the setoff or recoupment against the Collateral or proceeds of Collateral), under applicable law, at equity, in an Insolvency Proceeding or otherwise, including the acceptance of Collateral in full or partial satisfaction of a Lien, (c) the sale, assignment, transfer, lease, license, or other Disposition of all or any portion of the Collateral, by private or public sale or any other means, (d) the solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, (e) the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third parties for the purposes of valuing, marketing, or Disposing of, all or a material portion of the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, (f) the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating to any capital stock composing a portion of the Collateral) whether under the First Lien Loan Documents, the Second Lien Documents, under applicable law of any jurisdiction, in equity, in an Insolvency Proceeding, or otherwise, (g) the pursuit of Dispositions after the occurrence of an Event of Default relative to all or a material portion of the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, or (h) the commencement of, or the joinder with any creditor in commencing, any Insolvency Proceeding against any Grantor or any assets of any Grantor.

“ First Lien Agent ” has the meaning set forth in the preamble to this Agreement.

“ First Lien Cap ” means the aggregate amount of the First Lien Obligations, including all First Lien Hedging Obligations; provided that the principal amount of all loans outstanding pursuant to the First Lien Credit Agreement constituting First Lien Obligations (including the drawn and undrawn amount of all letters of credit constituting First Lien Obligations) shall not exceed an amount equal to $100,000,000. For avoidance of doubt, the limitations set forth in the immediately preceding sentence only apply to the outstanding principal balance of loans under the First Lien Credit Agreement. The full amount of all First Lien Hedging Obligations from time to time in effect, and all interest, fees, indemnification obligations and other amounts due under the First Lien Loan Documents shall be included within the term “First Lien Cap” without restriction pursuant to, or inclusion in the calculation of, the limitations set forth in the first sentence of this definition.

“ First Lien Claimholders ” means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lender, First Lien Agent and the Swap Counterparty.

“ First Lien Collateral ” means all of the Property of any Grantor with respect to which a consensual Lien is granted or intended as security for any First Lien Obligations.

“ First Lien Collateral Documents ” means the Security Documents (as defined in the First Lien Credit Agreement) and any other agreement, document, or instrument pursuant to which a Lien is granted securing any First Lien Obligation or under which rights or remedies with respect to such Liens are governed.

“ First Lien Credit Agreement ” has the meaning set forth in the recitals to this agreement.

“ First Lien Default ” means any “Event of Default,” as such term is defined in any First Lien Loan Document.

“ First Lien Hedging Obligations ” means all obligations, whether now existing or hereafter created, of the Borrower to the Swap Counterparty under the ISDA Master Agreement for Acceptable Commodity Hedging Transactions (as defined in the First Lien Credit Agreement as of the date hereof) that are secured by the First Lien Mortgages, together with all costs, expenses, including, attorneys’ fees incurred in the enforcement or collection thereof, and interest thereon after the commencement of any Insolvency Proceedings.

“ First Lien Lender ” has the meaning set forth in the preamble to this Agreement.

“ First Lien Loan Documents ” means the First Lien Collateral Documents, the First Lien Credit Agreement, the First Lien Mortgages, the Hedge Intercreditor Agreement and each of the other Loan Documents (as defined in the First Lien Credit Agreement).

“ First Lien Mortgages ” means each mortgage, deed of trust, and other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any First Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“ First Lien Note ” has the meaning set forth in the recitals to this Agreement.

“ First Lien Obligations ” means, collectively and whether now existing or hereafter arising, all obligations and all amounts owing, due, or secured under the terms of the First Lien Credit Agreement or any other First Lien Loan Document, all Bank Product Obligations and all First Lien Hedging Obligations, including all principal, premium, interest, fees, attorneys fees, costs, charges, expenses, reimbursement obligations, obligations to post cash collateral in respect of Letters of Credit, Bank Product Obligations or indemnities in respect thereof, any other indemnities or guarantees, and all other amounts payable under or secured by any First Lien Loan Document (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Grantor, or that would have accrued or become due under the terms of the First Lien Loan Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding).

“ Governmental Authority ” means the government of the United States of America or any other nation, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

“ Grantors ” means Borrower and Guarantors, and each other Person that may from time to time execute and deliver a First Lien Collateral Document or a Second Lien Collateral Document as a “debtor,” “grantor,” “mortgagor,” or “pledgor” (or the equivalent thereof).

“ Guarantor ” and “ Guarantors ” means such Persons as may from time to time become “Guarantors,” as such term is defined and used in the First Lien Credit Agreement or the Second Lien Loan Agreement.

“ Hedge Intercreditor Agreement ” means an “Intercreditor Agreement” among the Borrower, one or more Swap Counterparties and Independent Bank, as amended, restated, supplemented or otherwise modified from time to time, and any other agreement from time to time in effect among the Borrower, Independent Bank and any other swap counterparty serving a similar purpose.

“ Insolvency Proceeding ” means:

(a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency or bankruptcy case or proceeding, or any receivership, liquidation or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its assets;

(c) any liquidation, dissolution, or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.

“ ISDA Master Agreement ” means that certain International Swap Dealers Association Inc. Master Agreement, together with all schedules and exhibits thereto, from time to time in effect between the Borrower and a Swap Counterparty, and any future agreement or agreements from time to time in effect serving a similar function.

“ Letters of Credit ” means the “Letters of Credit,” as that term is defined in the First Lien Credit Agreement.

“ Lien ” means any lien, mortgage, pledge, assignment, security interest, charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust, or other preferential arrangement having the practical effect of any of the foregoing.

“ Net Proceeds ” from any disposition of Property, whether through voluntary sale, Exercise of Secured Creditor Remedies or otherwise, means the total amount paid for such property minus all third-party costs and cash expenditures incurred by, on behalf of or for the benefit of First Lien Agent or the Second Lien Agent in connection with the disposition, including attorneys’ fees and expenses, engineering fees, brokers’ commissions, ad valorem taxes and recording fees.

“ Payment Blockage Date ” has the meaning set forth in Section 4.4 .

“ Payment Blockage Period ” has the meaning set forth in Section 4.4 .

“ Person ” or “ person ” means any natural person, corporation, trust, business trust, joint venture, joint stock company, association, company, limited liability company, partnership, Governmental Authority, or other entity.

“ Pledged Collateral ” has the meaning set forth in Section 5.4(a) .

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, tangible or intangible

“ Recovery ” has the meaning set forth in Section 6.8 .

“ Refinance ” means, in respect of any indebtedness, to refinance, extend, renew, defease, supplement, restructure, replace, refund or repay, or to issue other indebtedness in exchange or replacement for such indebtedness, in whole or in part, whether with the same or different lenders, arrangers or agents. “ Refinanced ” and “ Refinancing ” shall have correlative meanings.

“ Second Lien Agent ” has the meaning set forth in the preamble to this Agreement.

“ Second Lien Cap ” means the aggregate of the Second Lien Obligations; provided that the principal amount of all loans outstanding pursuant to the Second Lien Loan Agreement shall not exceed $10,000,000, unless subsequent to the date of this Agreement, the First Lien Lender has given its written consent to a greater amount.

“ Second Lien Claimholders ” means, at any relevant time, the Second Lien Lender, the Second Lien Agent and any other holder(s) of the Second Lien Obligations at that time.

“ Second Lien Collateral ” means all of the Property of any Grantor with respect to which a consensual Lien has been granted as security for any Second Lien Obligations.

“ Second Lien Collateral Documents ” means the Security Documents (as defined in the Second Lien Loan Agreement) and any other agreement, document, or instrument pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens are governed.

“ Second Lien Default ” means any “Event of Default”, as such term is defined in any Second Lien Document.

“ Second Lien Documents ” or “ Second Lien Loan Documents ” means the Second Lien Collateral Documents, the Second Lien Loan Agreement, the Second Lien Mortgages, and any other agreement, document, or instrument evidencing or entered into in connection with the Second Lien Obligations.

“ Second Lien Lender ” has the meaning set forth in the preamble to this Agreement.

“ Second Lien Loan Agreement ” has the meaning set forth in the recitals to this Agreement.

“ Second Lien Mortgages ” means each mortgage, deed of trust, and any other document or instrument under which any Lien on real property owned or leased by any Grantor is granted to secure any Second Lien Obligations or under which rights or remedies with respect to any such Liens are governed.

“ Second Lien Note ” has the meaning set forth in the recitals to this Agreement.

“ Second Lien Obligations ” means all obligations and all amounts owing, due, or secured under the terms of the Second Lien Loan Agreement or any other Second Lien Document, whether now existing or arising hereafter, including all principal, premium, interest, fees, attorneys fees, costs, charges, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable under or secured by any Second Lien Document (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding relating to any Grantor, or that would have accrued or become due under the terms of the Second Lien Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding).

“ Standstill Notice ” means a written notice from Second Lien Agent to First Lien Agent stating that a Second Lien Default has occurred and is continuing and that, as a consequence thereof, the Second Lien Obligations have been accelerated.

“ Standstill Period ” has the meaning set forth in Section 3.1(a) .

“ Subsidiary ” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of capital stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“ Swap Counterparty ” means the swap counterparty or counterparties as may become party to an ISDA Master Agreement and Hedge Intercreditor Agreement from time to time.

“ Triggering Event ” means (i) the acceleration of any First Lien Obligations, (ii) First Lien Agent’s Exercise of Secured Creditor Remedies with respect to all or a material portion of the Collateral, (iii) the occurrence of a Second Lien Default as a result of a failure to make payment of any Second Lien Obligation when due under the terms of the Second Lien Documents, or (iv) the commencement of an Insolvency Proceeding with respect to any Grantor.

“ UCC ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

1.2 Construction . The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The term “or” shall be construed to have, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” Any term used in this Agreement and not defined in this Agreement shall have the meaning set forth in the First Lien Credit Agreement. Unless the context requires otherwise:

(a) except as otherwise provided herein, any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;

(b) any reference to any agreement, instrument, or other document herein “as in effect on the date hereof” shall be construed as referring to such agreement, instrument, or other document without giving effect to any amendment, restatement, supplement, modification, or Refinance after the date hereof;

(c) any definition of or reference to First Lien Obligations or the Second Lien Obligations herein shall be construed as referring to the First Lien Obligations or the Second Lien Obligations (as applicable) as from time to time amended, restated, supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;

(d) any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(e) the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(f) all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including oil and gas leases and properties, real estate, cash, securities, accounts, and contract rights.

SECTION 2. Lien Priorities .

2.1 Relative Priorities . Notwithstanding the date, time, method, manner, or order of grant, attachment, or perfection of any Liens securing the Second Lien Obligations granted with respect to the Collateral or of any Liens securing the First Lien Obligations granted with respect to the Collateral and notwithstanding any contrary provision of the UCC or any other applicable law or the First Lien Documents or the Second Lien Documents, or any other circumstance whatsoever, Second Lien Agent and the First Lien Agent hereby agree that:

(a) Any Lien with respect to the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, First Lien Agent, the First Lien Lender or any First Lien Claimholders, or any agent for any of them, shall be senior in right, priority, operation, effect and all other respects to any Lien with respect to the Collateral securing any Second Lien Obligations; and

(b) Any Lien with respect to the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of, or created for the benefit of, Second Lien Agent, Second Lien Lender, any Second Lien Claimholders or any agent for any of them, shall be junior and subordinate in right, priority, perfection, operation, effect and all other respects to all Liens with respect to the Collateral securing any First Lien Obligations.

All Liens with respect to the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens with respect to the Collateral securing any Second Lien Obligations for all purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation of any Grantor or any other Person.

2.2 Prohibition on Contesting Liens . The Second Lien Agent, for itself and on behalf of each Second Lien Claimholder, and First Lien Agent, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to), directly or indirectly, contest, or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the priority, validity, extent, perfection or enforceability of a Lien held by or on behalf of any First Lien Claimholders in the First Lien Collateral or by or on behalf of any Second Lien Claimholders in the Second Lien Collateral, as the case may be, or the provisions of this Agreement; provided , however that nothing in this Agreement shall be construed to prevent or impair the rights of First Lien Agent, any First Lien Claimholder, Second Lien Agent, or any Second Lien Claimholder to enforce the terms of this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3 .

2.3 No Other Liens. The parties hereto agree that, so long as the Discharge of First Lien Obligations has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its Subsidiaries to, grant or permit (and the Second Lien Agent, the Second Lien Lender and other Second Lien Claimholders shall not accept) any Liens on any Property of a Grantor to secure any Second Lien Obligations unless it has granted, or immediately prior thereto grants, a Lien on such Property of such Grantor to secure the First Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to First Lien Agent or First Lien Claimholders, Second Lien Agent, on behalf Second Lien Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2 .

2.4 Similar Liens and Agreements . The parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be identical. In furtherance of the foregoing and of Section 9.8 , the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by First Lien Agent or Second Lien Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Loan Documents and the Second Lien Documents; and

(b) that the First Lien Collateral Documents and Second Lien Collateral Documents and guarantees for the First Lien Obligations and the Second Lien Obligations, shall be in all material respects the same forms of documents other than with respect to the first lien and the second lien nature thereof and subject to document standard language with respect to the duties and liabilities of agents and collateral agent as required by the First Lien Lender.

2.5 Initial Second Lien Collateral Documents . The Second Lien Agent and the Borrower each agrees that no mortgage or security agreement covering all or a portion of the Borrower’s Property shall be executed by the Borrower for the benefit of the Second Lien Agent or accepted by the Second Lien Agent unless the First Lien Agent has given its written approval of such mortgage or security agreement. At the time of the execution of this Agreement, no approval has been given by the First Lien Agent regarding any such mortgage or security agreement.

SECTION 3. Exercise of Remedies .

3.1 Standstill . Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Second Lien Agent, Second Lien Lender and the other Second Lien Claimholders:

(a) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including any Exercise of Secured Creditor Remedies with respect to any Collateral); provided , however , that if a Second Lien Default has occurred and is continuing, Second Lien Agent may Exercise any Secured Creditor Remedies after the later of (i) the expiration of 180 days commencing on the date on which First Lien Agent receives the applicable Standstill Notice and (ii) if a Payment Blockage Period is in effect on the 180 th day, then the first day thereafter on which no Payment Blockage Period is in effect, it being understood that if at any time after the delivery of a Standstill Notice that commences a 180-day period under clause (i) preceding, no Second Lien Default is continuing, Second Lien Agent may not Exercise any Secured Creditor Remedies until the later of (i) the expiration of a 180-day period commenced by a new Standstill Notice relative to the occurrence of a new Second Lien Default that had not occurred as of the date of the delivery of the earlier Standstill Notice and (ii) if a Payment Blockage Period is in effect on the 180 th day, then the first day thereafter on which no Payment Blockage Period is in effect; provided further , however , that in no event shall Second Lien Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of such 180-day period and termination of all Payment Blockage Periods, First Lien Agent or First Lien Claimholders shall have commenced prior to such time (or thereafter but prior to the commencement of any Exercise of Secured Creditor Remedies by Second Lien Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral (such period as modified in accordance with the foregoing provisos is herein referred to as the “ Standstill Period ”);

(b) will not contest, protest, or object to any Exercise of Secured Creditor Remedies by First Lien Agent or any First Lien Claimholder;

(c) will not object to (and will waive any and all claims with respect to) the forbearance by First Lien Agent or First Lien Claimholders from Exercising any Secured Creditor Remedies;

(d) will not commence, or join with any creditor (other than First Lien Agent) in commencing, any involuntary Insolvency Proceeding against any Grantor or any assets of any Grantor; and

(e) will not accelerate the maturity of the Second Lien Note or other Second Lien Obligations unless the First Lien Lender has accelerated the maturity of the First Lien Note.

3.2 Exclusive Enforcement Rights . Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, but subject to the first proviso to Section 3.1(a) , First Lien Agent and First Lien Claimholders shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Collateral without any consultation with or the consent of Second Lien Agent or any Second Lien Claimholder. In connection with any Exercise of Secured Creditor Remedies, First Lien Agent and First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

3.3 Second Lien Permitted Actions . Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent and any Second Lien Claimholder may:

(a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien Obligations;

(b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of First Lien Agent or any First Lien Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien in and to the Collateral if such Collateral secures the First Lien Obligations;

(c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of Second Lien Claimholders, including any claims secured by the Collateral, if any;

(d) vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with, the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral;

(e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and

(f) exercise any Secured Creditor Remedies after the termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a) .

3.4 Retention of Proceeds . First Lien Agent and Second Lien Agent each agrees that prior to the Discharge of First Lien Obligations, Second Lien Claimholders will not be entitled to retain proceeds of Collateral in connection with an Exercise of Secured Creditor Remedies by Second Lien Agent, and any such proceeds received by any Second Lien Claimholders will be subject to Section 4.2 .

SECTION 4. Proceeds .

4.1 Application of Proceeds . Whether or not any Insolvency Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof received in connection with any Exercise of Secured Creditor Remedies shall (at such time as such Collateral or proceeds has been monetized) be applied: (a) first , to the payment in full in cash of all expenditures incurred by or on behalf of First Lien Agent (including attorneys’ fees and expenses, engineering fees, brokers’ commissions, ad valorem taxes and recording fees) and all indemnification obligations owed to the First Lien Agent, in each case in accordance with the First Lien Loan Documents in connection with such Exercise of Secured Creditor Remedies, (b) second , to the payment in full in cash or cash collateralization of the First Lien Obligations in accordance with the First Lien Loan Documents, (c) third , to the payment in full in cash of all expenditures incurred by or on behalf of the Second Lien Agent (including attorneys’ fees and expenses, engineering fees, brokers’ commissions, ad valorem taxes and recording fees) and all indemnification obligations owed to the Second Lien Agent, in each case in accordance with the Second Lien Documents in connection with such Exercise of Secured Creditor Remedies, (d) fourth , to the payment in full in cash of the Second Lien Obligations in accordance with the Second Lien Documents, and (e) fifth , any surplus Collateral or proceeds then remaining will be returned to Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. If any Exercise of Secured Creditor Remedies with respect to the Collateral produces non-cash proceeds, then such non-cash proceeds shall be held by the Agent that conducted the Exercise of Secured Creditor Remedies as additional Collateral and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above. Notwithstanding the foregoing, if the Second Lien Agent Exercises any Secured Creditor Remedies in accordance with the terms of Section 3.1(a) and receives Collateral or proceeds thereof as a result of such actions, then the Second Lien Agent shall be entitled to apply such Collateral or proceeds to amounts described under clause (c) preceding before applying the remainder of such Collateral or proceeds in accordance with the other clauses of this Section 4.1 .

4.2 Turnover . Unless and until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, any Collateral or proceeds thereof (including Property or proceeds subject to Liens referred to in Section 2.3 or Liens obtained by any Second Lien Claimholder as a judgment Lien creditor) received by Second Lien Agent or any Second Lien Claimholder (a) in connection with the Exercise of Secured Creditor Remedies with respect to the Collateral by Second Lien Agent or any Second Lien Claimholder, or (b) as a result of Second Lien Agent’s or any Second Lien Claimholder’s collusion with any Grantor in violating the rights of First Lien Agent or any First Lien Claimholder (within the meaning of Section 9-332 of the UCC), shall be segregated and held in trust and forthwith paid over to First Lien Agent for the benefit of First Lien Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Agent is hereby authorized to make any such endorsements as agent for Second Lien Agent or any such Second Lien Claimholders for the purpose of carrying out the provisions of this Section 4.2 . This authorization is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations.

4.3 Subordination of the Relative Priority of Claims . Anything to the contrary contained herein notwithstanding other than Section 4.4 , the subordination of the Liens of Second Lien Claimholders to the Liens of First Lien Claimholders as set forth herein is with respect to the priority of the respective Liens held by or on behalf of them only and shall not constitute a subordination of the Second Lien Obligations to the First Lien Obligations. Except as set forth in Section 4.4 and unless the receipt is expressly prohibited by this Agreement or results from the Second Lien Claimholder’s breach of this Agreement, this Agreement shall not affect the entitlement of any Second Lien Claimholder to receive and retain required payments of interest, principal, and other amounts in respect of the Second Lien Obligations.

4.4 Payment Blockage . Beginning on the date the Second Lien Agent receives notice from the First Lien Agent of the occurrence of a First Lien Default that has not been remedied or waived (such date, the “ Payment Blockage Date ”), and continuing thereafter until the earlier of (a) the one hundred eightieth (180th) day following the Payment Blockage Date, or (b) the date on which the circumstances giving rise to such Payment Blockage Date have been remedied or the First Lien Agent has otherwise agreed in writing (such period, the “ Payment Blockage Period ”), neither the Borrower nor any Guarantor may make, and no Second Lien Claimholder or Second Lien Agent shall accept, receive or collect, any payment or distribution of any kind or character from the Borrower or any Guarantor. In the case of any payment on or in respect of any Second Lien Obligations that would (in the absence of any such payment blockage) have been due and payable on any date during the Payment Blockage Period pursuant to the terms of the Second Lien Documents, the provisions of this Section 4.4 shall not prevent the making and acceptance of such payment, together with any additional default interest as is due on the Second Lien Obligations, if requested, on or after the date immediately following the termination of such Payment Blockage Period (provided that no other Payment Blockage Period is then in effect). In the event that, notwithstanding the foregoing, either the Borrower or any Guarantor shall make any payment or distribution to any Second Lien Claimholder prohibited by the foregoing provisions of this Section 4.4 , then and in such event such payment or distribution shall be held in trust for the benefit of and immediately shall be paid over to the First Lien Agent for application against First Lien Obligations remaining unpaid until the conclusion of the Payment Blockage Period. While a Payment Blockage Period is in effect for any given First Lien Default, the First Lien Agent may provide notice of one or more other First Lien Defaults and thereby commence one or more new Payment Blockage Periods with respect thereto, and no payments by the Borrower or any Guarantor to Second Lien Agent or any Second Lien Claimholder shall be permitted unless all Payment Blockage Periods have terminated (whether by expiration of all applicable 180-day periods or by the remedy or waiver of the circumstances giving rise to the Payment Blockage Periods). Each event or condition giving rise to a First Lien Default that is not necessarily tied to a specific date (e.g., the quarterly determination date for financial covenants or the due dates specified under the First Lien Credit Agreement for payment of principal or interest on the loans made thereunder) will be deemed to occur on each date that such event or condition remains in effect until remedied.

SECTION 5. Releases ; Dispositions ; Other Agreements .

5.1 Releases .

(a) If, in connection with the Exercise of Secured Creditor Remedies by First Lien Agent as provided for in Section 3 , First Lien Agent releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations in respect of the First Lien Obligations, then the Liens of Second Lien Agent on such Collateral, and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released. Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and other documents as First Lien Agent may reasonably request to effectively confirm such release and in recordable form, if appropriate.

(b) If, in connection with any Disposition of any Collateral permitted under the terms of the First Lien Loan Documents, First Lien Agent, for itself or on behalf of any First Lien Claimholders, releases any of its Liens on the portion of the Collateral that is the subject of such Disposition, or releases any Grantor from its obligations in respect of the First Lien Obligations (if such Grantor is the subject of such Disposition), then the Liens on such Collateral in favor of the Second Lien Agent and the obligations of such Grantor in respect of the Second Lien Obligations, shall be automatically, unconditionally, and simultaneously released. Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and other documents as First Lien Agent may reasonably request to effectively confirm such release and in recordable form, if appropriate.

(c) In the event of any private or public Disposition of any portion of the Collateral by one or more Grantors with the consent of First Lien Agent, then the Liens of Second Lien Agent on such Collateral shall be automatically, unconditionally, and simultaneously released; provided that First Lien Agent also releases its Liens on such Collateral. Second Lien Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to First Lien Agent such termination or amendment statements, releases, and other documents as First Lien Agent may reasonably request to effectively confirm such release and in recordable form, if appropriate.

(d) Until the Discharge of First Lien Obligations occurs, Second Lien Agent, for itself and on behalf of Second Lien Claimholders, hereby irrevocably constitutes and appoints First Lien Agent and any officer or agent of First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Second Lien Agent or such holder or in First Lien Agent’s own name, from time to time in First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1 , to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 5.1 , including any endorsements or other instruments of transfer or release.

(e) Until the Discharge of First Lien Obligations occurs, to the extent that First Lien Agent or First Lien Claimholders (i) have released any Lien on Collateral or any Grantor with respect to the First Lien Obligations, and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor of the First Lien Obligations, then Second Lien Agent, for itself and for Second Lien Claimholders, shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the lien subordination provisions) of this Agreement, and a guaranty from such Grantor, as the case may be.

(f) If First Lien Agent requests a Lien release or acknowledgment from the Second Lien Agent which the Second Lien Agent is obligated to give under this Section 5.1 or otherwise, the Second Lien Agent shall execute, have notarized (if applicable) and deliver such release or acknowledgment to First Lien Agent.

5.2 Insurance . Unless and until the Discharge of First Lien Obligations has occurred:

(a) First Lien Agent and First Lien Claimholders shall have the sole and exclusive right, subject to the rights of Grantors under the First Lien Loan Documents, to adjust and settle any claim under any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral; and if a First Lien Event of Default has occurred and is continuing, all proceeds of any such insurance policy and any such award (or any payments with respect to a deed in lieu of condemnation) shall be paid, subject to the rights of Grantors under the First Lien Loan Documents and the Second Lien Documents, first to First Lien Claimholders and Second Lien Claimholders in accordance with the priorities set forth in Section 4.1 , until paid in full in cash, and second , to the owner of the subject property, such other Person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct; and

(b) if Second Lien Agent or any Second Lien Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Section 5.2 , it shall pay such proceeds over to First Lien Agent in accordance with the terms of Section 4.2 .

5.3 Amendments; Second Lien Documents .

(a) Subject to the limitations, if any, set forth in this Agreement, in the event the First Lien Agent or the other First Lien Claimholders enter into any amendment, waiver or consent in respect of any of the First Lien Loan Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any such document or changing in any manner the rights of the First Lien Agent, the other First Lien Claimholders, the Borrower or any other Guarantor, then such amendment, waiver or consent will apply automatically to any comparable provisions of each Second Lien Document without the consent of the Second Lien Claimholders and without any action by any of the foregoing; provided that , except to the extent as may be expressly provided otherwise hereunder, no such amendment will (A) contravene the provisions of this Agreement, (B) remove or release any Collateral subject to a Lien of the Second Lien Agent other than to the extent that there is a corresponding release of Collateral from the Lien of the First Lien Agent or (C) impose duties on the Second Lien Agent, without its consent. Notice of such amendment, waiver or consent will be given to the Second Lien Agent by First Lien Agent no later than 30 days after its effectiveness, provided that the failure to give such notice will not affect the effectiveness and validity thereof. In connection with the foregoing, the Second Lien Lender and other Second Lien Claimants, will, if requested by the First Lien Lender, execute and deliver an amendment, waiver or consent in all material respects the same as the amendment, waiver or consent executed by the First Lien Agent or other First Lien Claimants, except for such modifications as are appropriate to effect an amendment, waiver or consent under each Second Lien Document.

(b) The Second Lien Agent and the Borrower represent to the First Lien Lender that the Second Lien Documents do not, and the Borrower, the Second Lien Agent and the Second Lien Claimholders agree not to enter into any amendment, supplement, waiver or consent in respect of the Second Lien Documents that could, impose any restrictions on the Borrower, any Guarantor or the Collateral that could in any way be contravened by the Borrower’s or such Guarantor’s performance of its obligations hereunder or under the First Lien Loan Documents or which contains any prohibition or other restriction on grants of Liens on all or any portion of the Borrower’s Property in favor of the First Lien Agent. Furthermore, each Second Lien Collateral Document shall include the following language (or language to similar effect approved by First Lien Agent):

“Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to this agreement and the exercise of any right or remedy hereunder are subject to the provisions of the Intercreditor Agreement, dated as of July 25, 2013, as amended, restated, supplemented or otherwise modified from time to time, among the Borrower, Independent Bank, as First Lien Agent, SOSventures LLC, as Second Lien Agent, and certain other persons party or that may become party thereto from time to time.”

5.4 Bailee for Perfection .

(a) First Lien Agent and Second Lien Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees, including any custodian or services as to motor vehicle certificates of title) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Collateral being referred to as the “ Pledged Collateral ”), as bailee and as a non-fiduciary agent for Second Lien Agent or First Lien Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Second Lien Documents or the First Lien Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4 . First Lien Agent and Second Lien Agent agree to enter into any servicing agreements, collateral agency agreements or similar bailment agreements with third-party agents or bailees as First Lien Agent deems appropriate for the purpose of perfecting Liens in the Pledged Collateral; provided , however , that the form of such agreement shall be reasonably satisfactory to the Second Lien Agent. Unless and until the Discharge of the First Lien Obligations, Second Lien Agent agrees to promptly notify First Lien Agent of any Pledged Collateral held by it or by any Second Lien Claimholders, and, immediately upon the request of First Lien Agent at any time prior to the Discharge of the First Lien Obligations, Second Lien Agent agrees to deliver to First Lien Agent any such Pledged Collateral held by it or by any Second Lien Claimholders, together with any necessary endorsements (or otherwise allow First Lien Agent to obtain control of such Pledged Collateral). First Lien Agent hereby agrees that upon the Discharge of the First Lien Obligations, and notwithstanding any termination of the remainder of this Agreement in connection therewith, to the extent that any applicable control agreement is in full force and effect and has not been terminated, First Lien Agent shall continue to act as such a bailee and non-fiduciary agent for Second Lien Agent (solely for the purpose of perfecting the security interest granted under the Second Lien Documents and at the expense of the Borrower and the estate established by the Second Lien Loan Agreement, and not at the expense of Second Lien Agent acting as Lender of such estate) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 30 days after the date when the Discharge of the First Lien Obligations has occurred, and (y) the date when a control agreement is executed in favor of Second Lien Agent with respect to such deposit account or securities account.

(b) First Lien Agent shall have no obligation whatsoever to Second Lien Agent or any Second Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 . Second Lien Agent shall have no obligation whatsoever to First Lien Agent or any First Lien Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.4 . The duties or responsibilities of First Lien Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) of this Section 5.4 . The duties or responsibilities of Second Lien Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 . The duties and responsibilities of any third party bailee or agent shall be set forth in any collateral agency, servicing or other bailment agreement entered into by such party.

(c) First Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of Second Lien Agent or any Second Lien Claimholder. Second Lien Agent acting pursuant to this Section 5.4 shall not have by reason of the First Lien Collateral Documents, the Second Lien Collateral Documents, or this Agreement a fiduciary relationship in respect of First Lien Agent or First Lien Claimholder.

(d) Upon the payment (or cash collateralization, as applicable) in full in cash of all First Lien Obligations, First Lien Agent shall deliver, or instruct any third party collateral agent or bailee to deliver, the remaining Pledged Collateral (if any) together with any necessary endorsements, first , to Second Lien Agent, or its agents or bailees as directed by Second Lien Agent, to the extent Second Lien Obligations remain outstanding as confirmed in writing by Second Lien Agent, and, to the extent that Second Lien Agent confirms no Second Lien Obligations are outstanding, second , to Borrower to the extent no First Lien Obligations or Second Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Pledged Collateral). At such time, First Lien Agent further agrees to take all other action reasonably requested by Second Lien Agent at the expense of Borrower (including amending any outstanding control agreements) to enable Second Lien Agent to obtain a first priority security interest in the Collateral.

5.5 When Discharge of First Lien Obligations Deemed to Not Have Occurred . If Borrower enters into any Refinancing of the First Lien Obligations, then a Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such First Lien Obligations shall be treated as First Lien Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and First Lien Agent under the First Lien Loan Documents effecting such Refinancing shall be First Lien Agent for all purposes of this Agreement. First Lien Agent under such First Lien Loan Documents shall agree (in a writing addressed to Second Lien Agent for the benefit of itself and the Second Lien Claimholders) to be bound by the terms of this Agreement.

5.6 Injunctive Relief . Should any Second Lien Claimholder in any way take, attempt to, or threaten to take any action contrary to terms of this Agreement with respect to the Collateral, or fail to take any action required by this Agreement, First Lien Agent or any First Lien Claimholder may obtain relief against such Second Lien Claimholder by injunction, specific performance, or other appropriate equitable relief, it being understood and agreed by Second Lien Agent that (a) First Lien Claimholders’ damages from such actions may at that time be difficult to ascertain and may be irreparable, and (b) each Second Lien Claimholder waives any defense that such Grantor or First Lien Claimholders cannot demonstrate damage or be made whole by the awarding of damages. Should any First Lien Claimholder in any way take, attempt to, or threaten to take any action contrary to terms of this Agreement with respect to the Collateral, or fail to take any action required by this Agreement, Second Lien Agent or any Second Lien Claimholder (in its or their own name or in the name of any Grantor) or any Grantor may obtain relief against such First Lien Claimholder by injunction, specific performance, or other appropriate equitable relief, it being understood and agreed by First Lien Claimholders that (i) Second Lien Claimholders’ damages from such actions may at that time be difficult to ascertain and may be irreparable, and (ii) each First Lien Claimholder waives any defense that such Grantor or Second Lien Claimholders cannot demonstrate damage or be made whole by the awarding of damages. First Lien Agent and Second Lien Agent hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by First Lien Agent or First Lien Claimholders or Second Lien Agent or Second Lien Claimholders, as the case may be.

SECTION 6. Insolvency Proceedings .

6.1 Enforceability and Continuing Priority . This Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or proceeds of Collateral, shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Code.

6.2 Financing . If any Grantor shall be subject to any Insolvency Proceeding and First Lien Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “ Cash Collateral ”), on which First Lien Agent has a Lien or to permit any Grantor to obtain financing provided by any one or more First Lien Claimholders under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (such financing, a “DIP Financing” ), then Second Lien Agent agrees that it will consent to such Cash Collateral use or raise no objection to such DIP Financing and, to the extent the Liens securing the First Lien Obligations are discharged, subordinated to, or pari passu with such DIP Financing, Second Lien Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing; provided that (a) the principal amount of any such DIP Financing plus the outstanding principal amount of other First Lien Obligations does not exceed the First Lien Cap and (b) any such DIP Financing is otherwise subject to the terms of this Agreement. Second Lien Agent agrees that neither it nor any Second Lien Claimholder shall, directly or indirectly, provide, offer to provide, or support any DIP Financing secured by a Lien senior to or pari passu with the Liens securing the First Lien Obligations, and in the event First Lien Claimholders do not offer such DIP Financing, Second Lien Agent agrees that neither it nor any Second Lien Claimholder may provide, offer to provide, or support any DIP Financing which would be secured by a Lien senior to or pari passu with the Liens securing the First Lien Obligations unless such DIP Financing results in the immediate Discharge of the First Lien Obligations. The foregoing provisions of this Section 6.2 shall not prevent the Second Lien Agent or the Second Lien Claimholders from objecting to any provision in any Cash Collateral order or DIP Financing documentation relating to any provision or content of a plan of reorganization. If, in connection with any Cash Collateral use or DIP Financing, any Liens on the Collateral held by First Lien Claimholders are subject to a surcharge or are subordinated to an administrative priority claim, a professional fee “carve out,” or fees owed to the United State Lender, and so long as the amount of such surcharge, claim, carve out, or fees is reasonable under the circumstances, then the Liens on the Collateral of Second Lien Claimholders shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the Collateral of First Lien Claimholders consistent with this Agreement.

6.3 Sales . Second Lien Agent agrees that it will consent, and will not object or oppose a motion to Dispose of any Collateral free and clear of the Liens or other claims in favor of Second Lien Agent under Section 363 of the Bankruptcy Code if the requisite First Lien Claimholders under the First Lien Credit Agreement have consented to such Disposition of such assets, and such motion does not impair, subject to the priorities set forth in this Agreement, the rights of Second Lien Claimholders under Section 363(k) of the Bankruptcy Code (so long as the right of the Second Lien Claimholders to offset their claim against the purchase price is only after the First Lien Obligations have been paid in full in cash).

6.4 Relief from the Automatic Stay . Until the earlier of the expiration of the Standstill Period and the Discharge of First Lien Obligations has occurred, Second Lien Agent agrees not to (a) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral, without the prior written consent of First Lien Agent, unless a motion for adequate protection by the Second Lien Agent that is permitted under Section 6.5 has been denied by the court before which the applicable Insolvency Proceeding is pending, or (b) oppose any request by the First Lien Agent or any First Lien Claimholder to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral.

6.5 Adequate Protection .

(a) In any Insolvency Proceeding involving a Grantor, Second Lien Agent agrees that no Second Lien Claimholder shall contest (or support any other Person contesting):

(i) any request by First Lien Agent or other First Lien Claimholders for adequate protection; or

(ii) any objection by First Lien Agent or First Lien Claimholders to any motion, relief, action, or proceeding based on First Lien Agent or First Lien Claimholders claiming a lack of adequate protection.

(b) In any Insolvency Proceeding involving a Grantor:

(i) if any one or more First Lien Claimholders are granted adequate protection in the form of a replacement Lien (on existing or future assets of Grantors) in connection with any DIP Financing or use of Cash Collateral, then First Lien Agent agrees that Second Lien Agent shall also be entitled to seek, without objection from First Lien Claimholders, adequate protection in the form of a replacement Lien (on such existing or future assets of Grantors), which replacement Lien, if obtained, shall be subordinate to the Liens securing the First Lien Obligations (including those under a DIP Financing) on the same basis as the other Liens securing the Second Lien Obligations are subordinate to the First Lien Obligations under this Agreement;

(ii) if any one or more Second Lien Claimholders are granted adequate protection in the form of a replacement Lien (on existing or future assets of Grantors), then Second Lien Agent agrees that First Lien Agent shall also be entitled to seek, without objection from Second Lien Claimholders, a senior adequate protection Lien on existing or future assets of Grantors as security for the First Lien Obligations and that any adequate protection Lien on such existing or future assets securing the Second Lien Obligations shall be subordinated to the Lien on such assets securing the First Lien Obligations on the same basis as the other Liens securing the Second Lien Obligations are subordinated to the First Lien Obligations under this Agreement;

(iii) if any one or more First Lien Claimholders are granted adequate protection in the form of an expense of administration claim in connection with any DIP Financing or use of Cash Collateral, then First Lien Agent agrees that Second Lien Agent shall also be entitled to seek, without objection from First Lien Claimholders, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be subordinate to the administration claim of the First Lien Claimholders;

(iv) if any one or more Second Lien Claimholders are granted adequate protection in the form of an expense of administration claim in connection with any DIP Financing or use of Cash Collateral, then Second Lien Agent agrees that First Lien Agent shall also be entitled to seek, without objection from Second Lien Claimholders, adequate protection in the form of an expense of administration claim, which administration claim, if obtained, shall be senior to the administration claim of the Second Lien Claimholders; and

(v) Second Lien Agent (a) may seek, without objection from First Lien Claimholders, adequate protection with respect to the Second Lien Claimholders’ rights in the Collateral in the form of periodic cash payments in an amount not exceeding interest at the non-default contract rate, together with payment of reasonable out-of-pocket expenses, and (b) without the consent of First Lien Agent, shall not seek any other adequate protection in the form of cash payments with respect to their rights in the Collateral.

(c) Neither Second Lien Agent nor any other Second Lien Claimholder shall object to, oppose, or challenge any claim by First Lien Agent or any First Lien Claimholder for allowance in any Insolvency Proceeding of First Lien Obligations consisting of post-petition interest, fees, or expenses.

(d) Neither First Lien Agent nor any other First Lien Claimholder shall object to, oppose, or challenge any claim by Second Lien Agent or any Second Lien Claimholder for allowance in any Insolvency Proceeding of Second Lien Obligations consisting of post-petition interest, fees, or expenses.

6.6 Section 1111(b) of the Bankruptcy Code . Second Lien Agent, for itself and on behalf of Second Lien Claimholders, shall not object to, oppose, support any objection, or take any other action to impede, the right of any First Lien Claimholder to make an election under Section 1111(b)(2) of the Bankruptcy Code. Second Lien Agent, for itself and on behalf of Second Lien Claimholders, waives any claim it may hereafter have against any First Lien Claimholder arising out of the election by any First Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code.

6.7 No Waiver . Subject to Sections 3.1(a) , 3.3, 6.5(b) and 6.5(d) , nothing contained herein shall prohibit or in any way limit First Lien Agent or any First Lien Claimholder from objecting in any Insolvency Proceeding involving a Grantor to any action taken by Second Lien Agent or any Second Lien Claimholders, including the seeking by Second Lien Agent or any Second Lien Claimholders of adequate protection or the assertion by Second Lien Agent or any Second Lien Claimholders of any of its rights and remedies under the Second Lien Documents.

6.8 Avoidance Issues . If any First Lien Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge or otherwise pay to the estate of any Grantor any amount paid in respect of First Lien Obligations (a “ Recovery ”), then such First Lien Claimholders shall be entitled to a reinstatement of First Lien Obligations with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement and to the extent the First Lien Cap was decreased in connection with such payment of the First Lien Obligations, the First Lien Cap shall be increased to such extent.

6.9 Plan of Reorganization .

(a) If, in any Insolvency Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(b) Second Lien Claimholders shall not vote on, propose or support any plan of reorganization (including without limitation the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension) that is inconsistent with the priorities or other provisions of this Agreement.

6.10 Separate Grants of Security and Separate Classification . Each Second Lien Claimholder acknowledges and agrees that (a) the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate and distinct grants of Liens, and (b) because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims against the First Lien Claimholders and Second Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Lien Claimholders hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral with the effect being that (i) to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims held by the Second Lien Claimholders), the First Lien Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest before any distribution is made in respect of the claims held by the Second Lien Claimholders and (ii) the Second Lien Claimholders hereby acknowledge and agree to turn over to the First Lien Claimholders amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Lien Claimholders.

SECTION 7. Reliance; Waivers; Etc .

7.1 Reliance . Other than any reliance on the terms of this Agreement, First Lien Agent acknowledges that it and such First Lien Claimholders have, independently and without reliance on Second Lien Agent or any Second Lien Claimholders, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into such First Lien Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the First Lien Credit Agreement or this Agreement. Second Lien Agent acknowledges that it and Second Lien Claimholders have, independently and without reliance on First Lien Agent or any First Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Second Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Documents or this Agreement.

7.2 No Warranties or Liability . First Lien Agent acknowledges and agrees that each of Second Lien Agent and Second Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the Second Lien Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, Second Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Second Lien Agent acknowledges and agrees that First Lien Agent and First Lien Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility, or enforceability of any of the First Lien Loan Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, First Lien Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under their respective First Lien Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Second Lien Agent and Second Lien Claimholders shall have no duty to First Lien Agent or any First Lien Claimholders, and First Lien Agent and First Lien Claimholders shall have no duty to Second Lien Agent or any Second Lien Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any Grantor (including the First Lien Loan Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.

7.3 No Waiver of Lien Priorities .

(a) No right of First Lien Claimholders, First Lien Agent or any of them to enforce any provision of this Agreement or any First Lien Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any First Lien Claimholder or First Lien Agent, or by any noncompliance by any Person with the terms, provisions, and covenants of this Agreement, any of the First Lien Loan Documents or any of the Second Lien Documents, regardless of any knowledge thereof which First Lien Agent or First Lien Claimholders, or any of them, may have or be otherwise charged with.

(b) Without in any way limiting the generality of the foregoing paragraph (but subject to any rights of Grantors under the First Lien Loan Documents and subject to the provisions of Section 5.3(a) ), First Lien Claimholders, First Lien Agent and any of them may, at any time and from time to time in accordance with the First Lien Loan Documents or applicable law, without the consent of, or notice to, Second Lien Agent or any Second Lien Claimholders, without incurring any liabilities to Second Lien Agent or any Second Lien Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Second Lien Agent or any Second Lien Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of Second Lien Agent:

(i) change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by First Lien Agent or any First Lien Claimholders, the First Lien Obligations, any of the First Lien Loan Documents or the ISDA Master Agreement;

(ii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the First Lien Collateral or any liability of any Grantor to First Lien Claimholders or First Lien Agent, or any liability incurred directly or indirectly in respect thereof;

(iii) settle or compromise any First Lien Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the First Lien Obligations) in any manner or order; and

(iv) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other Person, elect any remedy and otherwise deal freely with any Grantor or any First Lien Collateral and any security and any guarantor or any liability of any Grantor to First Lien Claimholders or any liability incurred directly or indirectly in respect thereof.

(c) Second Lien Agent also agrees that First Lien Claimholders and First Lien Agent shall have no liability to Second Lien Agent or any Second Lien Claimholders, and Second Lien Agent, for itself and the Second Lien Claimholders, hereby waives any claim against any First Lien Claimholder or First Lien Agent, arising out of any and all actions which First Lien Claimholders or First Lien Agent may, pursuant to the terms hereof, take, permit or omit to take with respect to:

(i) the First Lien Loan Documents or the ISDA Master Agreement;

(ii) the collection of the First Lien Obligations; or

(iii) the foreclosure upon, or sale, liquidation, or other disposition of, or the failure to foreclose upon, or sell, liquidate, or otherwise Dispose of, any First Lien Collateral. Second Lien Agent, for itself and the Second Lien Claimholders, agrees that First Lien Claimholders and First Lien Agent have no duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations, or otherwise.

(d) Until the Discharge of First Lien Obligations, Second Lien Agent agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead, or otherwise assert, or otherwise claim the benefit of, any marshaling, appraisal, valuation, or other similar right that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4 Obligations Unconditional . For so long as this Agreement is in full force and effect, all rights, interests, agreements and obligations of First Lien Agent and First Lien Claimholders and Second Lien Agent and Second Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any First Lien Loan Documents or any Second Lien Documents;

(b) except as otherwise expressly restricted in this Agreement, any change in the time, manner, or place of payment of, or in any other terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Loan Document or any Second Lien Document;

(c) except as otherwise expressly restricted in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien Obligations or Second Lien Obligations or any guarantee thereof;

(d) the commencement of any Insolvency Proceeding in respect of any Grantor; or

(e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of First Lien Agent, the First Lien Obligations, any First Lien Claimholder, Second Lien Agent, the Second Lien Obligations or any Second Lien Claimholder in respect of this Agreement.

SECTION 8. Representations and Warranties .

8.1 Representations and Warranties of Each Party . Each party hereto represents and warrants for itself and in its representative capacity to the other parties hereto as follows:

(a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to execute and deliver this Agreement for itself and in its representative capacity and to perform its obligations hereunder.

(b) This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms.

(c) The execution, delivery, and performance by such party of this Agreement (i) do not require any consent or approval of, registration or filing with or any other action by any Governmental Authority and (ii) will not violate any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of such party or any order of any Governmental Authority or any provision of any indenture, agreement or other instrument binding upon such party.

SECTION 9. Miscellaneous .

9.1 Conflicts . In the event of any conflict between the provisions of this Agreement and the provisions of any of the First Lien Loan Documents or any of the Second Lien Documents, the provisions of this Agreement shall govern and control.

9.2 Effectiveness; Continuing Nature of this Agreement ; Severability . This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and First Lien Claimholders may continue, at any time and without notice to Second Lien Agent or any Second Lien Claimholder, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting First Lien Obligations in reliance hereof. Second Lien Agent, for itself and the Second Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or Lender for the such Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect:

(a) on the date that the First Lien Obligations are paid in full, the First Lien Loan Documents and the ISDA Master Agreement have terminated, and no First Lien Claimholder has any further obligation to advance amounts or extend credit to or on behalf of the Borrower; or

(b) on the date that the Second Lien Obligations are paid in full and the Second Lien Agent and other Second Lien Claimholders have no further obligation to advance amounts or extend credit to or for the benefit of the Borrower which is secured by the Second Lien Collateral.

9.3 Amendments; Waivers; Borrower’s Agreement . No amendment, modification, or waiver of any of the provisions of this Agreement shall be effective unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. The Borrower has executed this Agreement for acknowledging and agreeing to the provisions hereof.

9.4 Information Concerning Financial Condition of the Borrower and its Subsidiaries . First Lien Agent and First Lien Claimholders, on the one hand, and Second Lien Claimholders and Second Lien Agent, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Borrower and its Subsidiaries and all endorsers or guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations or the Second Lien Obligations. First Lien Agent and First Lien Claimholders shall have no duty to advise Second Lien Agent or any Second Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. Second Lien Agent and Second Lien Claimholders shall have no duty to advise First Lien Agent or any First Lien Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event First Lien Agent or any First Lien Claimholders, in its or their sole discretion, or Second Lien Agent or any Second Lien Claimholder, in its or their sole discretion, as the case may be, undertakes at any time or from time to time to provide any such information to Second Lien Agent or any Second Lien Claimholder, or to the First Lien Agent or any First Lien Claimholder, as the case may be, it or they shall be under no obligation:

(a) to make, and First Lien Agent and First Lien Claimholders or the Second Lien Agent and the Second Lien Claimholders, as the case may be, shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness, or validity of any such information so provided;

(b) to provide any additional information or to provide any such information on any subsequent occasion;

(d) to disclose any information, which pursuant to accepted or reasonable commercial practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

9.5 Subrogation . With respect to any payments or distributions in cash, property, or other assets that any Second Lien Claimholders or Second Lien Agent pays over to First Lien Agent or First Lien Claimholders under the terms of this Agreement, Second Lien Claimholders and Second Lien Agent shall be subrogated to the rights of First Lien Agent and First Lien Claimholders; provided , however , that, Second Lien Agent hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of all First Lien Obligations has occurred. Any payments or distributions in cash, property or other assets received by Second Lien Agent or Second Lien Claimholders that are paid over to First Lien Agent or First Lien Claimholders pursuant to this Agreement shall not reduce any of the Second Lien Obligations.

9.6 SUBMISSION TO JURISDICTION; WAIVER OF TRIAL BY JURY.

(a) THIS AGREEMENT HAS BEEN NEGOTIATED, IS BEING EXECUTED AND DELIVERED, AND WILL BE PERFORMED IN WHOLE OR IN PART, IN THE STATE OF TEXAS. THIS AGREEMENT, THE ENTIRE RELATIONSHIP OF THE PARTIES HERETO, AND ANY LITIGATION BETWEEN THE PARTIES (WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW OR EQUITY) SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND INTERPRETED AND ENFORCED PURSUANT TO THE LAWS OF THE STATE OF TEXAS (AND THE APPLICABLE FEDERAL LAWS OF THE UNITED STATES OF AMERICA) WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PRINCIPLES, EXCEPT TO THE EXTENT THE LAWS OF ANY JURISDICTION WHERE COLLATERAL IS LOCATED REQUIRE APPLICATION OF SUCH LAWS WITH RESPECT TO SUCH COLLATERAL.

(b) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT SITTING IN DALLAS, DALLAS COUNTY, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY SPECIFICALLY CONSENTS TO THE JURISDICTION OF THE STATE DISTRICT COURTS OF DALLAS COUNTY, TEXAS AND THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE FIRST LIEN AGENT TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY PARTY HERETO AGAINST THE FIRST LIEN AGENT, ANY FIRST LIEN CLAIMHOLDER OR ANY AFFILIATE OF THE FIRST LIEN AGENT OR ANY FIRST LIEN CLAIMHOLDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE DISTRICT COURTS OF DALLAS COUNTY, TEXAS, OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, DALLAS DIVISION.

(c) EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES (A) ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF ANY OF THIS AGREEMENT OR THE ACTS OR OMISSIONS OF THE FIRST LIEN AGENT OR THE FIRST LIEN CLAIMHOLDERS IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR OTHERWISE WITH RESPECT THERETO AND (B) TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL DAMAGES (AS DEFINED BELOW). THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE FIRST LIEN AGENT’S ENTERING INTO THIS AGREEMENT. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED).

9.7 Notices . All notices to Second Lien Claimholders and First Lien Claimholders permitted or required under this Agreement shall also be sent to Second Lien Agent and First Lien Agent, respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service or electronic mail and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or electronic mail, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth on the signature pages hereof or as may be subsequently designated by such party in a written notice to all of the other parties.

9.8 Further Assurances . First Lien Agent and Second Lien Agent each agrees to take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as First Lien Agent or Second Lien Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement, all at the expense of Borrower.

9.9 Binding on Successors and Assigns . This Agreement shall be binding upon First Lien Agent, First Lien Claimholders, Second Lien Agent, Second Lien Claimholders, and their respective successors and assigns. First Lien Agent shall have the right from time to time to assign its rights, duties and obligations hereunder to a Swap Counterparty, including in connection with the satisfaction of all First Lien Obligations other than First Lien Hedging Obligations. Second Lien Agent shall give notice of this Agreement to any of its assignees prior to any assignment.

9.10 Specific Performance . Each of the First Lien Agent and Second Lien Agent may demand specific performance of this Agreement, and each, on behalf of itself and the First Lien Claimholders or the Second Lien Claimholders, respectively, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar such remedy of specific performance.

9.11 Headings . Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

9.12 Counterparts . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy transmission or other electronic transmission in pdf . or similar format, from one party to another, shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

9.13 No Third Party Beneficiaries . This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of and bind each of First Lien Claimholders and Second Lien Claimholders. In no event shall any Grantor be a third-party beneficiary of this Agreement.

9.14 Provisions Solely to Define Relative Rights . The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of First Lien Agent and First Lien Claimholders on the one hand and Second Lien Agent and Second Lien Claimholders on the other hand. No Grantor or any other creditor thereof shall have any rights hereunder and no Grantor may rely on the terms hereof. Nothing in this Agreement shall impair, as between Grantors and First Lien Agent and First Lien Claimholders, or as between Grantors and Second Lien Agent and Second Lien Claimholders, the obligations of Grantors to pay principal, interest, fees and other amounts as provided in the First Lien Loan Documents and the Second Lien Documents, respectively. Furthermore, nothing in this Agreement shall prevent the occurrence of a Second Lien Default if any Grantor fails to pay any of the Second Lien Obligations as a result of the existence of any Payment Blockage Period.

9.15 Costs and Attorneys Fees . In the event it becomes necessary for First Lien Agent, any First Lien Claimholder, Second Lien Agent, or any Second Lien Claimholder to commence or become a party to any proceeding or action to enforce the provisions of this Agreement, the court or body before which the same shall be tried shall award to the prevailing party all costs and expenses thereof, including reasonable attorneys fees, the usual and customary and lawfully recoverable court costs, and all other expenses in connection therewith. No party shall be deemed a “prevailing party” for purposes of the immediately preceding sentence unless such party prevails on a request for specific performance or is awarded at least $1,000 in respect of a breach of contract claim related hereto (calculated exclusive of attorneys’ fees).

9.16 First Lien Agent and Second Lien Agent.

(a) In acting hereunder, (i) the First Lien Agent shall have the benefits of the rights, protections and immunities from liability to the Borrower, Guarantors and First Lien Claimholders granted to it in the First Lien Loan Documents, all of which are incorporated by reference herein, mutatis mutandis, and (ii) the Second Lien Agent shall have the benefits of the rights, protections and immunities from liability to the Borrower, Guarantors and Second Lien Claimholders granted to it in the Second Lien Loan Agreement, all of which are incorporated by reference herein, mutatis mutandis.

In no event shall the First Lien Agent or the Second Lien Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the First Lien Agent or the Second Lien Agent, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form of action.

In no event shall the First Lien Agent or the Second Lien Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the First Lien Agent and Second Lien Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(b) The First Lien Agent represents that it has the power and authority to execute this Agreement on its own behalf and on behalf of the First Lien Lender.

(c) The Second Lien Agent represents that it has the power and authority to execute this Agreement on its own behalf and on behalf of the Second Lien Lender and other lenders party to the Second Lien Loan Agreement.

[Signature pages follow]

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

INDEPENDENT BANK ,

as First Lien Agent

By:_______________________________________

Name: John E. Davis

Title: Executive Vice President

Address:

2101 Cedar Springs Road, Suite 725

Dallas, TX 75201

Attention: Energy Lending Group

SOSVENTURES, LLC,

as Second Lien Agent

By:_______________________________________

Name: Sean O’Sullivan

Title: Managing Director

Address:

Penrose Wharf

2 nd Floor, Alfred Street

Cork, Ireland

Attention: Stephen McCann

Facsimile: +353 21 4557928

Email: Stephen.mccann@sosventures.com

Intercreditor Agreement

ACKNOWLEDGMENT

The Borrower hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement and consents thereto, agrees to recognize all rights granted thereby to First Lien Agent, First Lien Claimholders, Second Lien Agent, and Second Lien Claimholders, and will neither do any act nor perform or commit to perform any obligation which is contrary to, or prevents compliance with, the agreements set forth therein. The Borrower further acknowledges and agrees that it has certain obligations under the foregoing Intercreditor Agreement. The Borrower further acknowledges and agrees that it is not an intended beneficiary or third-party beneficiary under the foregoing Intercreditor Agreement.

ACKNOWLEDGED AS OF THE DATE FIRST WRITTEN ABOVE:

STARBOARD RESOURCES, INC.,

a Delaware corporation

By:_______________________________________

Name: Michael J. Pawelek

Title: Chief Executive Officer

Acknowledgment

Delaware		45-2450439
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 E. Sonterra Blvd. Suite 1220 San Antonio, Texas		78258
(Address of principal executive offices)		(Zip Code)

Title of each class to be so registered		Name of each exchange on which each class is to be registered
None		None

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check if a smaller reporting company)

Item 1.	Business	1

Item 1A.	Risk Factors	16

Item 2.	Financial Information	41

Item 3.	Properties	54

Item 4.	Security Ownership of Certain Beneficial Owners and Management	63

Item 5.	Directors and Executive Officers	65

Item 6.	Executive Compensation	68

Item 7.	Certain Relationships and Related Transactions, and Director Independence	75

Item 8.	Legal Proceedings	79

Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	81

Item 10.	Recent Sales of Unregistered Securities	84

Item 11.	Description of Registrant’s Securities to be Registered	88

Item 12.	Indemnification of Directors and Officers	89

Item 13.	Financial Statements and Supplementary Data	91

Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	91

Item 15.	Financial Statements and Exhibits	91

Gidding Oil & Gas LP 5,226,967 Common Stock Shares Plus Claim to 550,000 Common Stock Shares in Interpleader Action

Name	LP Units		Undiluted Sharing Percentage
SOSventures LLC		1,000		63.492063	%
Estate of William Mahoney		200		12.698413	%
Bradford Robert Higgins IRA		80		5.079365	%
10 other limited partners		295		18.730159	%

Total:		1,575		100.000000	%

Hunton Oil Partners LP 870,092 Common Stock Shares

Name	LP Units		Undiluted Sharing Percentage
Sean O'Sullivan Revocable Living Trust		200		74.906367	%
Rubicon Resources, LLC		30		11.235955	%
7 other limited partners		37		13.857678	%

Total:		267		100.000000	%

Asym Energy Fund III LP 3,497,941 Common Stock Shares

Name	LP Units		Undiluted Sharing Percentage
SOSventures, LLC		500		39.745628	%
Estate of William Mahoney		200		15.898251	%
Nicholas Garafolo		100		7.949126	%
Robert Conrads		90		7.154213	%
14 other limited partners		368		29.252782	%

Total:		1,258		100.000000	%

	Three Months Ended March 31,						Year Ended December 31,
	2013			2012			2012			2011
$ in thousands, except per share amounts	(Unaudited)			(Unaudited)

Oil, natural gas, and related product sales	$	2,950		$	4,087		$	12,954		$	4,898

Expenses
Depreciation and depletion		1,231			1,446			4,584			1,645
Lease operating		888			715			2,897			1,603
General and administrative		843			263			2,470			608
Professional fees		165			88			576			545
Production taxes		71			92			279			206
Management fees											139
Performance fees											110
Exploration		23						50			73

Total expenses		3,221			2,604			10,857			4,929

Operating income (loss)		(271	)		1,483			2,098			(31	)

Other income (expense)
Interest income											614
Income from equity investment in ImPetro
Resources, LLC											(307	)
Gain from ImPetro Resources, LLC business
combination acquired in stages											6,980
Put option expense											(3,700	)
Interest expense		(113	)		(42	)		(370	)		(16	)
Going public delay expense		(182	)		(182	)		(729	)		(101	)
Income (loss) from derivative contracts		38						(159	)		(57	)

Total other income (expense)		(257	)		(224	)		(1,258	)		3,413

Income before income taxes		(528	)		1,259			840			3,382

Income tax expense:
Current income taxes								66
Deferred income taxes		(23	)					15,273

Total income tax expense		(23	)					15,339

Net income (loss)	$	(505	)	$	1,259		$	(14,499	)	$	3,382

Net income (loss) per basic and diluted
common share	$	(0.04	)	$	0.11		$	(1.21	)	$	0.36
Weighted average basic and diluted
common shares outstanding		12,362,336			11,655,000			11,971,948			9,436,614

	Three Months ended March 31,				Year ended December 31,
$ in thousands	2013		2012		2012		2011
	(Unaudited)		(Unaudited)
ASSETS

Current assets
Cash	$	1,366		1,658	$	1,037	$	1,779
Trade receivable		1,036		1,300		1,200		1,365
Joint interest receivable		3		11		56		51
Deferred tax assets		183				182
Prepaid expenses		78		125		51		36

Total current assets		2,666		3,094		2,526		3,231

Oil and natural gas properties and other equipment
Oil and natural gas properties, successful efforts method, net of
accumulated depletion		65,817		58,407		64,554		58,555
Other property and equipment, net of depreciation		172		122		184		133

Total oil and natural gas properties and other equipment, net		65,989		58,529		64,738		58,688

Other assets
Prepaid drilling costs		785
Goodwill		960		960		960		960
Other		820		412		792		373

Total other assets		2,565		1,372		1,752		1,333

Total assets	$	71,220		62,995	$	69,016	$	63,252

	January 1,
	2013
Estimated proved reserves:
Natural gas (MMcf)		9,447
Oil (MBbl)		3,498
PV-10 ($ thousands)		123,045

	Year Ended December 31
	2012		2011
Production:
Natural gas (Mcf)		442,004		129,527
Oil (Bbl)		115,398		43,596
BOE		189,065		65,184

Contract Period	Monthly Oil Volume Hedged (Bbl)		Floor Price		Ceiling Price
2013		3,110	$	73.00	$	99.00
2014 (1)		2,040	$	73.00	$	99.00
__________________

2012:
Oil- Sunoco Inc.	96	%
Gas- DCP Midstream, LP	35	%
Superior Pipeline	64	%

2011:
Oil- Texon LP	86	%
Gas- DCP Midstream, LP	72	%
ETC Texas Pipeline	17	%
Superior Pipeline	10	%

Month’s Average MCF/Day for all gas delivered under Contract		Applicable Percentage of Residue Gas and NGLs
Greater than 1,500		92%
1,000 – 1,500		90%
751 – 1,000		88%
400 - 750		86%
Less than 400		84%

	Years Ended December 31
	2012			2011
Operating Revenues	$	12,954,381		$	4,898,438
Income (Loss) from Continuing Operations per Share/Unit (1)		(1.2	)1		0.36
Total Assets		69,015,992			63,251,637
Long-Term Obligations and Redeemable Preferred Share/Units (1)		21,353,271			1,903,176
Cash Dividends (or Distributions) Declared per Share/Unit (1)		--			--

	Years Ended December 31,
	2012		2011
Production:
Natural gas-Mcf (1)		442,004		129,527
Crude oil-bbl (2)		115,398		43,596

Average Sales Prices:
Natural gas (1)	$	5.19	$	7.70
Crude oil (2)		92.37		89.50

Lifting cost per equivalent BOE (3)	$	16.80	$	27.76

	Years Ending December 31,
	2012				2011
	Total		Per BOE		Total		Per BOE
Lease operating costs	$	2,897,214	$	15.32	$	1,603,184	$	24.59
Production taxes	$	279,037	$	1.48	$	206,303	$	3.17

Total	$	3,176,251	$	16.80	$	1,809,487	$	27.76

Capital Costs ($000):	Year Ended 2012			Year Ended 2011
Acquisitions	$	700		$	50,837
Exploration and Development		10,071			3,919
Total CAPEX before asset retirement obligations		10,771			54,756
Asset retirement obligation costs		44			2,433
Total CAPEX	$	10,815		$	57,189

Asset retirement obligation (non-cash)	$			$

Proved Reserves (MBOE):
Beginning		4,898			1,272
Production		(189	)		(65	)
Purchases		--			2,257
Sale of reserves		--			--
Discoveries and extensions		1,095			619
Revisions		(732	)		815

Ending reserves		5,072			4,898

Reserve additions before revisions (BOE)		5,804			4,083
Reserve additions after revisions (BOE)		5,072			4,898

	Payments Due By Period
	Total		Less than 1 year		1 - 3 years		4 - 5 years		After 5 years
	(in thousands)
Contractual obligations:
Principal debt payments	$	4,026	$	18	$	3,979	$	29	$	—
Office lease		278		126		152		—		—

Total	$	4,304	$	144	$	4,131	$	29	$	—

(1)	Natural gas production is located in Texas and Oklahoma.
(2)	Crude oil production is located in Texas and Oklahoma.

Quarter	Net Sales		Gross Profit			Income (Loss) before extraordinary items and cumulative effect of change in accounting			Per Share Income (Loss) before extaordinary items and cumultive effect of change in accounting
Quarter ending March 31, 2011		306,185		(269,937	)		(449,387	)		(0.04	)
Quarter ending June 30, 2011		959,683		(229,273	)		3,474,224			0.30
Quarter ending September 30, 2011		1,414,722		(227,749	)		(228,388	)		(0.02	)
Quarter ending December 31, 2011		2,217,848		696,225			585,699			0.05
Quarter ending March 31, 2012		4,086,757		1,482,291			1,258,790			0.11
Quarter ending June 30, 2012		3,057,834		565,454			(15,067,691	)		(1.26	)
Quarter ending September 30, 2012		2,864,970		170,753			(505,072	)		(0.04	)
Quarter ending December 31, 2012		2,944,820		(120,695	)		(184,831	)		(0.01	)
Quarter ending March 31, 2013		2,949,864		(271,259	)		(505,475	)		(0.04	)

	Estimated Net Reserves				Estimated Future Net Revenue ($ thousands)
As of January 1, 2013	Oil and Condensate (MBbl)		Gas (MMcf)		Undiscounted		Discounted at 10% Per Year (1)
Proved:
Developed Producing		256.3		1,703.8	$	22,310.7	$	16,420.2
Developed Nonproducing		169.9		622.7		14,560.8		10,774.5
Proved Undeveloped		3,071.7		7,120.2		174.496.9		95,850.6
Total Proved		3,497.9		9,446.7		211,368.4		123,045.3

Probable:
Undeveloped		1,721.9		3,361.0		93,389.5		47,970.2
Total Probable		1,721.9		3,361.0		93,389.5		47,970.2

Possible
Undeveloped		324.3		6,712.8		27,324.9		9,033.5
Total Possible		324.3		6,712.8		27,324.9		9,033.5

	As of January 1, 2013
	(dollars in thousands)
PV-10		$	123,045
Standardized income of discounted future net cash flows			85,467

Bigfoot - Texas	Year Ended December 31,
	2012			2011
Net Production:
Oil (Bbl)		4,469			2,405
Natural Gas (Mcf)			-		-
Barrel of Oil Equivalent (Boe)		4,469			2,405
Oil and Natural Gas Sales:
Oil	$	408,233			214,127
Natural Gas		-			-
Total	$	408,233			214,127
Average Sales Price:
Oil ($ per Bbl)	$	91.35			89.03
Natural Gas ($ per Mcf)		-			-

Barrel of Oil Equivalent ($ per Boe)	$	91.35			89.03
Oil and Natural Gas Costs:
Lease operating expenses	$	311,903			202,037
Production taxes		18,815			9,838
Other operating expenses		-			-
Average production cost per Boe	$	74.00			88.10

Giddings – Texas	Year Ended December 31,
	2012			2011
Net Production:
Oil (Bbl)		62,132			26,280
Natural Gas (Mcf)		128,479			57,727
Barrel of Oil Equivalent (Boe)		83,545			35,901
Oil and Natural Gas Sales:
Oil	$	5,789,889		$	2,311,419
Natural Gas		890,466			521,214

Total	$	6,680,355		$	2,832,633
Average Sales Price:
Oil ($ per Bbl)	$	93.19		$	87.95
Natural Gas ($ per Mcf)		6.93			9.03

Barrel of Oil Equivalent ($ per Boe)	$	79.96		$	78.90
Oil and Natural Gas Costs:
Lease operating expenses	$	2,271,663		$	1,236,608
Production taxes		221,674			82,443
Other operating expenses			-		-
Average production cost per Boe	$	29.84		$	36.74

Logan, Kingfisher, McClain - Oklahoma	Year Ended December 31,
	2012		2011
Net Production:
Oil (Bbl)		48,797		14,912
Natural Gas (Mcf)		313,525		71,800
Barrel of Oil Equivalent (Boe)		101,051		26,879
Oil and Natural Gas Sales (dollars in thousands):
Oil	$	4,461,724	$	1,376,176
Natural Gas		1,404,069		475,502

Total	$	5,865,793	$	1,851,678
Average Sales Price:
Oil ($ per Bbl)	$	91.43	$	92.29
Natural Gas ($ per Mcf)		4.48		6.62

Barrel of Oil Equivalent ($ per Boe)	$	58.05	$	68.89
Oil and Natural Gas Costs (dollars in thousands):
Lease operating expenses	$	313,648	$	164,539
Production taxes		38,548		114,022
Other operating expenses		-		-
Average production cost per Boe	$	3.49	$	10.36

Giddings - Texas	Year Ended December 31,
	2012			2011

Unproved prospects	$	126,184		$	16,344
Proved prospects		1,093,916			46,567,234
Development and exploration costs		1,039,669			4,826,566

Total consolidated operations		2,259,769			51,410,144

Asset Retirement Obligations (non-cash)	$	(80,244	)	$	1,493,516

	Company Operated				Non-Operated				Total
	Gross		Net		Gross		Net		Gross		Net
Oil		73		68.2		14		2.7		87		57.6
Natural gas		1		0.7		-		-		1		1.7
Total		74		68.9		14		2.7		88		59.3

	Developed Acres				Undeveloped Acres
	Gross		Net		Gross		Net
Bigfoot (Texas) (1)		2,924		2,924		0		0
Giddings (Texas) (2)		9,516		9,017		4,300		4,010
Logan, Kingfisher, McClain (Oklahoma)		6,096		6,004		14,071		8,307

Total		18,536		17,945		18,371		12,317

(1)	Undeveloped acreage includes acreage located in the Bigfoot fields.
(2)	Other includes acreage in Giddings.

2013 and 2014 Expiring Leases	Proven Reserves Assigned to 2013 Lease Expirations ($ thousands )		Percentage PUD Reserves Assigned to 2013 Lease Expirations			Percentage Total Proven Reserves Assigned to 2013 Lease Expirations			Proved Reserves Assigned to 2014 Lease Expirations ($ thousands )		Percentage PUD Reserves Assigned to 2014 Lease Expirations			Percentage Total Proved Reserves Assigned to 2014 Lease Expirations			Proved Reserves Assigned to 2013 and 2014 Lease Expirations ($ thousands )		Percentage PUD Reserves Assigned to 2013 and 2014 Lease Expirations			Percentage Total Proved Reserves Assigned to 2013 and 2014 Lease Expirations
Giddings - Texas		10,032		10.47	%		8.15	%		10,997		11.47	%		6.74	%		15,310		15.24	%		11.68	%
McClain -Oklahoma		-		-			-			328		0.34	%		0.79	%		1,031		1.03	%		0.79	%
Logan/ Kingfisher Oklahoma		-		-			-			1,180		1.23	%		1.70	%		2,989		2.98	%		2.28	%
Total (1)		10,032		10.47	%		8.15	%		12,506		13.04	%		9.23	%		19,330		19.25	%		14.75	%
_______________________

2013 and 2014 Expiring Leases	PUD Reserves Assigned to 2013 Lease Expirations ($ thousands )		PUD Oil Reserves Assigned to 2013 Lease Expirations (BBL)		PUD Natural Gas Reserves Assigned to 2013 Lease Expirations (MMCF)		PUD Reserves Assigned to 2014 Lease Expirations ($ thousands )		PUD Oil Reserves Assigned to 2014 Lease Expirations (BBL)		PUD Natural Gas Reserves Assigned to 2013 Lease Expirations (MMCF)		PUD Reserves Assigned to 2013 and 2014 Lease Expirations ($ thousands)		PUD Oil Reserves Assigned to 2013 and 2014 Lease Expirations (BBL)		PUD Natural Gas Reserves Assigned to 2013 and 2014 Lease Expirations (MMCF)
Giddings - Texas		10,032		337		543		10,997		243		650		21,029		581		1,193
McClain -Oklahoma		-		-		-		328		188		35		328		188		35
Logan/ Kingfisher Oklahoma		-		-		-		1,180		35		281		1,180		35		281
Total(1)		10,032		337		543		12,506		466		966		22,538		804		1,509

Name of Beneficial Owner (1)	Amount (2)			Percent of Class
Michael Pawelek (Chief Executive Officer and Director)		—			*
Edward Shaw (Chief Operating Officer)		—			*
Eric Alfuth (Chief Financial Officer)		—			*
Kim Vo (Controller)		—			*
Bill Liao (Director and Chairman of the Board)		—	(3)		*
Peter Benz (Director)		—	(4)		*
Charles Henry, III. (Director)		9,635,000	(5)		77.94	%
Craig Dermody (Director)		—	(6)		*
Longview Marquis Fund, L.P. (7)		876,957			7.1	%
LMIF Investments, LLC (8)		750,514			6.1	%
Giddings Oil & Gas LP (9)(10)		5,266,967			42.6	%
Hunton Oil Partners LP (9)		870,092			7.0	%
Asym Energy III LP (9)		3,497,941			28.3	%
All Officers & Directors as a Group (7 persons)		—	(3)-(6)		*

*	Indicates ownership of less than 1%.

(1)	Unless otherwise indicated, the address of the beneficial holder is c/o Starboard Resources, Inc., 300 E. Sonterra Blvd., Suite 1220, San Antonio, Texas 78258.

(2)	Under Rule 13d-3 promulgated by the SEC, a person is deemed to be the beneficial owner of securities if one has the power to vote or direct the voting of such securities or has the power to dispose or direct the disposition of such securities. A person is also deemed to be the beneficial owner of securities that can be acquired by such person within 60 days. For purposes hereof, each beneficial owner’s percentage ownership is determined by assuming that options that are held by such person (but not held by any other person), and which are exercisable within 60 days from the Record Date, have been exercised. As of December 31, 2012, an aggregate of 12,362,336 shares of common stock were outstanding.

(3)	Bill Liao is a designated director of and affiliated with SOSventures, LLC. SOSventures, LLC owns up to 63.5% of the partnership interest of Giddings Oil & Gas LP and up to 39.7% of the partnership interest of Asym Energy Fund III. Further, an affiliate of SOSventures, LLC, Sean O’Sullivan Revocable Living Trust, owns up to approximately 74.9% of the partnership interest of Hunton Oil Partners LP. Another affiliate of SOSventures, LLC, Bradford Higgins, owns up to approximately 3.7% of the partnership interest of Hunton Oil Partners LP and (through his IRA) up to approximately 5.1% of the partnership interest of Giddings Oil & Gas LP. All these percentage interests are subject to dilution to the previous general partner under the terms of the relevant partnership agreements.

(4)	Peter Benz is a designated director of Summerline Asset Management, LLC acting on behalf of Longview Marquis Fund, L.P., LMIF Investments, LLC, SMF Investments, LLC and Summerline Capital Partners, LLC. Collectively, these entities own 2,177,336, or 17.6%, of the Company.

(5)	Charles Henry, III owns up to 2.5% of the partnership interest of Giddings Oil & Gas LP and up to approximately 2.5% of the partnership interest of Hunton Oil Partners LP. These percentage interests are subject to dilution to the previous general partner under the terms of the relevant partnership agreements. On May 8, 2013, counsel for the limited partners of Giddings Oil & Gas LP, Asym Energy Fund III, LP and Hunton Oil Partners LP in the Henry et al., v. Imbruce et al. litigation informed the Company that the limited partners of these limited partnerships have appointed Mr. Henry the “replacement general partner” of these partnerships. Giddings Oil & Gas LP, Asym Capital III, LP and Hunton Oil Partners, LP own 77.94% of our common stock shares. The predecessor general partners dispute the effectiveness of their removal and Mr. Henry’s claim to be able to vote the common stock shares of Giddings Oil & Gas LP, Asym Capital III, LP and Hunton Oil Partners, LP. Consequently, there is a dispute as to who may vote the common stock shares held by Giddings Oil & Gas LP, Asym Capital III, LP and Hunton Oil Partners, LP. For the purposes of this disclosure only, this table assumes that Mr. Henry is able to vote the common stock shares held by Giddings Oil & Gas LP, Asym Capital III, LP and Hunton Oil Partners, LP

(6)	Craig Dermody is affiliated with Rubicon Resources, LLC. Rubicon Resources, LLC owns up to approximately 3.2% of the partnership interest of Asym Energy Fund III LP and up to approximately 11.2% of the partnership interest of Hunton Oil Partners LP. These percentage interests are subject to dilution to the previous general partner under the terms of the relevant partnership agreements.

(7)	Beneficial Owner’s address is c/o Summerline Asset Management, LLC, 70 West Red Oak Lane, 4 th Floor, White Plains, NY 10604.

(8)	Beneficial Owner’s address is c/o Summerline Asset Management, LLC, 70 West Red Oak Lane, 4 th Floor, White Plains, NY 10604.

(9)	Stockholders’ addresses on our share transfer registry is c/o Asym Energy Investments, LLC, 1055 Washington Blvd, Suite 410. Stamford, CT 06901. As described above, on May 8, 2013, the Company received a notice stating that entities affiliated with Asym Energy Investments LLC had been removed as general partner of the partnerships by a vote of the limited partners and replaced by Charles S. Henry, III, c/o Jon Whitcomb, Diserio, Martin O’Connor & Castiglioni LLP, 1 Atlantic St., Stamford, CT 06901. The Company has also become aware of a letter from counsel for Asym Energy Investments LLC denying the effectiveness of said removal. Consequently, the address of these shareholders is currently in dispute.

(10)	Due to an adverse claims by Giddings Investments LLC and by limited partners of Giddings Oil & Gas LP, acting derivatively on behalf of Giddings Oil & Gas LP, for 550,000 of our common stock shares, we have interplead these shares to the Connecticut Superior Court for the Judicial District of Stamford/Norwalk at Stamford, Cause Nos. FST-CV-12-5013927-S and FST-CV-12-6014987-S styled Henry et al. v. Imbruce et al.