SECURITY AGREEMENT (General) from ImPetro Resources, LLC, as Debtor in favor of Independent Bank, as Secured Party June 27, 2013Security Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS SECURITY AGREEMENT (“Agreement” or “Security Agreement”) is entered into as of June 27, 2013, by ImPetro Resources, LLC, a Delaware limited liability company (the “Debtor”), in favor of the Secured Party. Certain terms used herein are defined in Article I hereof.
CREDIT AGREEMENT dated June 27, 2013 BETWEEN STARBOARD RESOURCES, INC., as Borrower AND INDEPENDENT BANK, as LenderCredit Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS CREDIT AGREEMENT is entered into as of June 27, 2013, by and between Starboard Resources, Inc., a Delaware corporation; and Independent Bank, a Texas banking association. Certain terms used herein are defined in Section 1.1.
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION,Mortgage, Security Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
THIS INSTRUMENT IS A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY AND IS, AMONG OTHER THINGS, A MORTGAGE OF CHATTELS, A SECURITY AGREEMENT, A FIXTURE FILING AND A FINANCING STATEMENT.
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
GUARANTY (ImPetro Operating, LLC)Starboard Resources, Inc. • July 26th, 2013 • Crude petroleum & natural gas • Texas
This GUARANTY (herein so called) dated June 27, 2013, is by ImPetro Operating, LLC, a Delaware limited liability company, (herein referred to as the “Guarantor”). Terms defined in the Credit Agreement (hereinafter defined) are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2014 • Starboard Resources, Inc. • Crude petroleum & natural gas • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August __, 2014 (this “Employment Agreement”), by and between Starboard Resources Inc., a Delaware corporation (the “Company”), having a place of business at 300 E. Sonterra Blvd., San Antonio, Texas 78258, and Edward Shaw with address for notices at ___________ (the “Employee” and, together with the Company, the “Parties” and each a “Party”).
VOTING AGREEMENTVoting Agreement • December 31st, 2015 • Brushy Resources, Inc. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of December, 2015, by and among Lilis Energy, Inc., a Nevada corporation (“Lilis”), Lilis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Lilis (“Merger Sub”), Brushy Resources, Inc., a Delaware corporation (“Brushy”), and SOSventures, LLC (the “Stockholder”).
VOTING AGREEMENTVoting Agreement • December 31st, 2015 • Brushy Resources, Inc. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 29th day of December, 2015, by and among Lilis Energy, Inc., a Nevada corporation (“Lilis”), Lilis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Lilis (“Merger Sub”), Brushy Resources, Inc., a Delaware corporation (“Brushy”), and Longview Marquis Fund, L.P., a Delaware limited partnership, LMIF Investments, LLC, a Delaware limited liability company, and SMF Investments LLC, a Delaware limited liability company (the “Stockholders”).
FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 31st, 2015 • Brushy Resources, Inc. • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger, dated as of December 29, 2015 (this “Agreement”), is by and among Lilis Energy, Inc., a Nevada corporation (“Lilis”), Lilis Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Lilis (the “Merger Sub”) and Brushy Resources, Inc., a Delaware corporation (“Brushy”).
FOURTH AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • August 3rd, 2016 • Brushy Resources, Inc. • Crude petroleum & natural gas • Texas
THIS FOURTH AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is dated June 22, 2016, and amends that certain Forbearance Agreement dated November 24, 2015 (as previously amended, the “Forbearance Agreement”) by and among (i) Brushy Resources, Inc. (f/k/a Starboard Resources, Inc.), a Delaware corporation (“Borrower”), (ii) ImPetro Resources, LLC, a Delaware limited liability company (“ImPetro Resources”), (iii) ImPetro Operating, LLC, a Delaware limited liability company (collectively with ImPetro Resources, the “Guarantors” and each a “Guarantor”), and (iv) Independent Bank, a Texas state bank (“Lender”). Capitalized terms used but not defined herein have the meaning given such terms in the Forbearance Agreement, if defined therein, and if not defined in the Forbearance Agreement, then have the meaning given such terms in the Credit Agreement (as defined below).
FORBEARANCE AGREEMENTForbearance Agreement • November 27th, 2015 • Brushy Resources, Inc. • Crude petroleum & natural gas • Texas
THIS FORBEARANCE AGREEMENT (“Forbearance Agreement”) is entered into as of November 24, 2015 (the “Forbearance Effective Date”), by and among (i) Brushy Resources, Inc. (f/k/a Starboard Resources, Inc.), a Delaware corporation (“Borrower”), (ii) ImPetro Resources, LLC, a Delaware limited liability company (“ImPetro Resources”), (iii) ImPetro Operating, LLC, a Delaware limited liability company (collectively with ImPetro Resources, the “Guarantors” and each a “Guarantor”), and (iv) Independent Bank, a Texas state bank (“Lender”), and is entered into in connection with that certain Credit Agreement dated June 27, 2013 between the Borrower and the Lender (as previously amended, the “Credit Agreement”). Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein or the context otherwise requires.
THIRD AMENDMENT TO THE FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 27th, 2015 • Brushy Resources, Inc. • Crude petroleum & natural gas
This Third Amendment to the First Amended and Restated Credit Agreement (this “Amendment”), dated as of November 24, 2015 (the “Effective Date”) is entered into between SOSVENTURES, LLC, a Delaware limited liability company, as lender (“Lender”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and BRUSHY RESOURCES, INC, (formerly called STARBOARD RESOURCES, INC,) a Delaware corporation, as borrower (the “Borrower”).
PARTICIPATION AGREEMENTParticipation Agreement • June 11th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • New York
THIS PARTICIPATION AGREEMENT (the “Agreement”) is dated June 13, 2011 (“Effective Date”), and is entered into by and among Husky Ventures, Inc. and any of its subsidiaries and Affiliates (“Husky”), a Delaware limited liability company, and Starboard Resources LLC and its successors and assignees (the “Participant”), a Delaware limited liability company (the “Participant”). Husky and Participant, are at times each individually referred to herein as a “Party” and are at times collectively referred to herein as the “Parties”.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 15th, 2014 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
This Second Amendment to Credit Agreement (“Amendment”) is entered into between INDEPENDENT BANK, as lender, and STARBOARD RESOURCES, INC, as borrower, and is dated March 26, 2014. Terms defined in the Credit Agreement between such lender and such borrower dated June 27, 2013, (as amended prior to the date of this Amendment, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF STARBOARD RESOURCES LLCLimited Liability Company Operating Agreement • May 13th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this "Agreement"), made and effective as of the 20th day of January, 2012 (the "Effective Date"), by and among each of the parties listed on Schedule A hereto (each referred to individually as a "Member" and collectively as "Members"), and each other person who becomes or is deemed to have become a party to this Agreement as a Member, including a Restricted Unit Member, if any.
INTERCREDITOR AGREEMENT BY AND AMONG MUTUAL OF OMAHA BANK, as Senior Indebtedness Representative, SOSVENTURES, LLC, as Term Administrative Agent and STARBOARD RESOURCES, INC. AND THE OTHER SIGNATORIES HERETO, as the ObligorsIntercreditor Agreement • May 13th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
This INTERCREDITOR AGREEMENT is dated as of March 29, 2013, and entered into among Starboard Resources, Inc., a Delaware corporation (“Borrower”), the other parties hereto as Guarantors (together with the Borrower, the “Obligors”), Mutual of Omaha Bank, in its capacity as administrative agent for the Senior Indebtedness (including its successors and assigns from time to time, the “Senior Indebtedness Representative”), and SOSventures LLC, in its capacity as administrative agent for the Second Lien Obligations (including its successors and assigns from time to time, the “Term Administrative Agent”). The Senior Indebtedness Representative and the Term Administrative Agent are collectively referred to herein as the “Lender Representatives.”
CERTIFICATE OF OWNERSHIP INTERESTSCertificate of Ownership Interests • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas
This Certificate is being executed and delivered in connection with that certain Credit Agreement dated June 27, 2013 (the “Credit Agreement”) between Starboard Resources, Inc. (the “Borrower” or “Owner”) and Independent Bank (the “Lender”). The Owner hereby represents, warrants and certifies to the Lender as follows, with the knowledge and intent that the Lender will rely on such representations, warranties and certifications (without any independent investigation by the Lender with respect thereto) in entering into the Credit Agreement and advancing the funds thereunder (unless otherwise defined herein or the context hereof otherwise requires, terms defined in the Credit Agreement are used herein as therein defined):
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 5th, 2015 • Starboard Resources Inc. • Crude petroleum & natural gas
This Fifth Amendment to Credit Agreement (this “Amendment”) is entered into between INDEPENDENT BANK, as lender, and STARBOARD RESOURCES, INC, as borrower, and is dated July 31, 2015. Terms defined in the Credit Agreement between such lender and such borrower dated June 27, 2013 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
SECURITIES PURCHASE AND EXCHANGE AGREEMENTSecurities Purchase and Exchange Agreement • June 7th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • New York
SECURITIES PURCHASE AND EXCHANGE AGREEMENT (as may be amended, restated, supplemented or otherwise modified in accordance herewith and in effect from time to time, this “Agreement”) dated as of June 10, 2011, by and among Starboard Resources LLC, a Delaware limited liability company, with principal offices located at One Stamford Plaza, 15th Floor, Stamford, Connecticut 06901 (the “Company”), Longview Marquis Master Fund, L.P., a British Virgin Islands limited partnership (“LMMF”), Summerview Marquis Fund, L.P., a Delaware limited partnership (“SMF”), Longview Marquis Fund, L.P., a Delaware limited partnership (“Longview”), LMIF Investments, LLC, a Delaware limited liability company (“LMIFI”), SMF Investments, LLC, a Delaware limited liability company (“SMFI”), Summerline Capital Partners, LLC, a Delaware limited liability company (“Summerline” and, together with LMMF, SMF, Longview, LMIFI and SMFI, each a “Summerline Seller” and, collectively, the “Summerline Sellers”), Giddings Oil &
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 16th, 2015 • Starboard Resources Inc. • Crude petroleum & natural gas
This Fourth Amendment to Credit Agreement (this “Amendment”) is entered into between INDEPENDENT BANK, as lender, and STARBOARD RESOURCES, INC, as borrower, and is dated April 15, 2015. Terms defined in the Credit Agreement between such lender and such borrower dated June 27, 2013 (as amended, the “Credit Agreement”), are used herein as therein defined, unless otherwise defined herein or the context otherwise requires.
FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 3rd, 2014 • Starboard Resources, Inc. • Crude petroleum & natural gas
This First Amendment to the First Amended and Restated Credit Agreement (this “Amendment”), dated as of June 3, 2014 (the “Effective Date”) is entered into between SOSVENTURES, LLC, as lender (“Lender”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and STARBOARD RESOURCES, INC, as borrower (the “Borrower”).
THIRD AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • May 23rd, 2016 • Brushy Resources, Inc. • Crude petroleum & natural gas • Texas
THIS THIRD AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is dated May 20, 2016, and amends that certain Forbearance Agreement dated November 24, 2015 (as previously amended, the “Forbearance Agreement”) by and among (i) Brushy Resources, Inc. (f/k/a Starboard Resources, Inc.), a Delaware corporation (“Borrower”), (ii) ImPetro Resources, LLC, a Delaware limited liability company (“ImPetro Resources”), (iii) ImPetro Operating, LLC, a Delaware limited liability company (collectively with ImPetro Resources, the “Guarantors” and each a “Guarantor”), and (iv) Independent Bank, a Texas state bank (“Lender”). Capitalized terms used but not defined herein have the meaning given such terms in the Forbearance Agreement, if defined therein, and if not defined in the Forbearance Agreement, then have the meaning given such terms in the Credit Agreement (as defined below).
FIRST AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • February 24th, 2016 • Brushy Resources, Inc. • Crude petroleum & natural gas • Texas
THIS FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered into as of February 18, 2016, and amends that certain Forbearance Agreement dated November 24, 2015 (the “Forbearance Agreement”) by and among (i) Brushy Resources, Inc. (f/k/a Starboard Resources, Inc.), a Delaware corporation (“Borrower”), (ii) ImPetro Resources, LLC, a Delaware limited liability company (“ImPetro Resources”), (iii) ImPetro Operating, LLC, a Delaware limited liability company (collectively with ImPetro Resources, the “Guarantors” and each a “Guarantor”), and (iv) Independent Bank, a Texas state bank (“Lender”). Capitalized terms used but not defined herein have the meaning given such terms in the Forbearance Agreement, if defined therein, and if not defined in the Forbearance Agreement, then have the meaning given such terms in the Credit Agreement (as defined below).
SECOND AMENDMENT TO INTERCREDITOR AGREEMENT (First Lien – Second Lien)Intercreditor Agreement • April 16th, 2015 • Starboard Resources Inc. • Crude petroleum & natural gas
This SECOND AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is dated April 15, 2015, and amends that certain Intercreditor Agreement (First Lien – Second Lien) dated July 25, 2013, as amended by that certain First Amendment to Intercreditor Agreement (First Lien-Second Lien) dated May 3, 2014 (as amended, the “Agreement”) among Independent Bank, a Texas state bank, as contractual representative for itself and the Swap Counterparty under various First Lien Loan Documents (in such representative capacity, the “First Lien Agent”), and SOSventures, LLC, a Delaware limited liability company, 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”). Capitalized terms used but not defined herein have the meaning given to such terms in the Agreement.
NOTEStarboard Resources, Inc. • June 11th, 2013 • Crude petroleum & natural gas
This Note is one of the Notes referred to in the Credit Agreement dated as of July 26, 2012 among the Borrower, the Administrative Agent, and the other agents and 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.
GUARANTY AND COLLATERAL AGREEMENT made by each of the Grantors (as defined herein) in favor of Mutual of Omaha Bank, as Administrative Agent Dated as of July 26, 2012Guaranty and Collateral Agreement • May 13th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
This GUARANTY AND COLLATERAL AGREEMENT, dated as of July 26, 2012 is made by STARBOARD RESOURCES, INC., a Delaware limited liability company (the “Borrower”), and each of the other signatories hereto other than the Administrative Agent (the Borrower and each of the other signatories hereto other than the Administrative Agent, together with any other Subsidiary of the Borrower that becomes a party hereto from time to time after the date hereof, the “Grantors”), in favor of MUTUAL OF OMAHA BANK, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of even dated herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders, and the Administrative Agent.
SECOND AMENDMENT TO THE FIRST AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 16th, 2015 • Starboard Resources Inc. • Crude petroleum & natural gas
This Second Amendment to the First Amended and Restated Credit Agreement (this “Amendment”), dated as of April 15, 2015 (the “Effective Date”) is entered into between SOSVENTURES, LLC, a Delaware limited liability company, as lender (“Lender”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and STARBOARD RESOURCES, INC, a Delaware corporation, as borrower (the “Borrower”).
May 8, 2009Gas Purchase Contract • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
Thank you for your prompt response in returning the referenced documentation. Enclosed is one fully executed copy for your further handling signed by George Manzelmann, Managing Director, South and Central Texas for DCP Midstream. We appreciate your business!
TEXON L.P. Purchase Amendment March 2, 2011 VIA FAX: (210) 999-5401 Mike Pawelek Impetro Operating LLC 300 E Sonterra Blvd. Suite 1220 San Antonio, TX 78258 Re: Texon Agreement No. CPE6822 Amendment No. 19 Customer Ref. No. Various Texas Leases - See...Starboard Resources, Inc. • July 26th, 2013 • Crude petroleum & natural gas
This Agreement shall serve to amend the above referenced contract and amendments thereto, if any, between Texon L.P. ("Buyer") and Impetro Operating LLC ("Seller"). The following Special Provisions reflect the original terms and are updated to include the item(s) amended herein and all prior amendments, if any. Items amended by this Agreement are described below. These updated Special Provisions and Texon L.P.'s General Provisions (Revision 4/10) constitute the entire agreement (the "Agreement") between the parties. Where the General Provisions are inconsistent with the below Special Provisions, these Special Provisions shall apply. Failure to notify Texon L.P. of your disagreement with the terms as presented herein by the sooner of five (5) business days, or the scheduling or movement of product, shall be deemed your agreement that the terms presented herein accurately reflect the understanding of the parties hereto.
INTERCREDITOR AGREEMENT (First Lien – Second Lien)Intercreditor Agreement • July 26th, 2013 • Starboard Resources, Inc. • Crude petroleum & natural gas • Texas
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.
December 2, 2011Starboard Resources, Inc. • July 26th, 2013 • Crude petroleum & natural gas
This letter is provided by Texon and SPMT so as to ensure that the transaction discussed above moves forward in a seamless manner for all parties involved.
SECOND AMENDMENT TO FORBEARANCE AGREEMENTForbearance Agreement • March 11th, 2016 • Brushy Resources, Inc. • Crude petroleum & natural gas • Texas
THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is dated March 9, 2016, and amends that certain Forbearance Agreement dated November 24, 2015 (as previously amended, the “Forbearance Agreement”) by and among (i) Brushy Resources, Inc. (f/k/a Starboard Resources, Inc.), a Delaware corporation (“Borrower”), (ii) ImPetro Resources, LLC, a Delaware limited liability company (“ImPetro Resources”), (iii) ImPetro Operating, LLC, a Delaware limited liability company (collectively with ImPetro Resources, the “Guarantors” and each a “Guarantor”), and (iv) Independent Bank, a Texas state bank (“Lender”). Capitalized terms used but not defined herein have the meaning given such terms in the Forbearance Agreement, if defined therein, and if not defined in the Forbearance Agreement, then have the meaning given such terms in the Credit Agreement (as defined below).
January 20, 2012Starboard Resources, Inc. • May 13th, 2013 • Crude petroleum & natural gas
This letter agreement is to confirm certain agreements and understandings among ASYM Capital III LLC, Giddings Genpar LLC, Hunton Oil Genpar LLC and SOSventures, LLC (“SOS”) as follows:
THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 3rd, 2016 • Brushy Resources, Inc. • Crude petroleum & natural gas • Delaware
This Third Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of June 22, 2016, is by and among Lilis Energy, Inc., a Nevada corporation (“Lilis”), Lilis Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Lilis (the “Merger Sub”) and Brushy Resources, Inc., a Delaware corporation (“Brushy”)., the parties hereto entered into the Agreement and Plan of Merger, dated December 29, 2015, which was amended on January 20, 2016 and on March 24, 2016 (the “Merger Agreement”); and, the parties hereto desire to further amend the Merger Agreement as hereinafter set forth., THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
