[TRIDENT LETTERHEAD]
October 26, 2005
Maverick Oil and Gas, Inc.
000 Xxxx Xxx Xxxx Xxxx., Xxxxx 000
Xxxx Xxxxxxxxxx, XX 00000
Re: Limited Subordination Agreement
Dear Xx. Xxxxxxx:
On the date hereof, Trident Growth Fund, L.P. ("Trident") and Maverick
Oil and Gas, Inc. ("Maverick") are entering into a series of agreements,
including that certain 12% Senior Secured Debenture, a Securities Purchase
Agreement, a Security Agreement, and a Pledge Agreement (the "Transaction
Documents") whereby Trident shall loan to Maverick the sum of $2,000,000 (the
"Trident Loan"). Such loan shall be secured by a first-lien, first priority
interest in, other than as set forth herein, all of the assets (including stock)
owned or in the possession of Maverick
Maverick's wholly-owned subsidiary, Maverick Xxxxxxxx County, LLC, has
issued, and may in the future issue, Convertible Notes in the form of Exhibit A
to this letter agreement to one or more holders. Such Convertible Notes are
secured by the Common Stock or membership interests Maverick holds in Maverick
Xxxxxxxx County, LLC, and no other assets of Maverick. Maverick hereby agrees,
represents, and warrants that (i) no assets other than Xxxxxxxx's holdings in
Maverick Xxxxxxxx County, LLC are subject to the Convertible Noteholders'
respective security interests granted in such Convertible Notes; (ii) no such
holder has been granted any right under any circumstances will to take any
action during the term of such Convertible Notes or otherwise to attach, levy,
or otherwise assert any lien or encumbrance against such other assets held by
Xxxxxxxx; (iii) that all such loans have been made strictly in accordance with
the form of Convertible Note attached hereto as Exhibit A and that no other
agreement does or will confer any additional rights to such holders other than
as set forth therein; and (iv) no document or agreement shall be entered into
with any such holder or any third party modifying or amending such Convertible
Notes in contradiction to the agreements and understandings recited herein.
Xxxxxxxx agrees to indemnify Trident for any breach of any of the foregoing
agreements, representation, or warranties. This letter agreement shall be
considered a Transaction Document under the Trident Loan.
In consideration therefore, Trident, upon full execution hereof, agrees
that its security interest in the Common Stock or membership interests Xxxxxxxx
holds in Maverick Xxxxxxxx County, LLC shall be subordinated to such holders'
security interest in and to such assets (the Common Stock or membership
interests Maverick holds in Maverick Xxxxxxxx County, LLC only) until such time
as such Convertible Notes have been paid off or converted in full.
The undersigned parties hereto have caused this Limited Subordination
Letter Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
TRIDENT GROWTH FUND, L.P.
By: TRIDENT MANAGEMENT, LLC, its
GENERAL PARTNER
/s/ Xxxxx XxXxxx
____________________________________
_________________, Authorized Signatory
MAVERICK OIL AND GAS, INC.
/s/ V. Xxx Xxxxxx
____________________________________
X. Xxx Xxxxxx
Name: _____________________________
Title: Chief Executive Officer
_____________________________
MAVERICK XXXXXXXX COUNTY, LLC
/s/ V. Xxx Xxxxxx
____________________________________
X. Xxx Xxxxxx
Name: _____________________________
Chief Executive Officer
Title: __________________________
EXHIBIT A
[FORM OF CONVERTIBLE NOTE ATTACHED]
