0001019687-07-000933 Sample Contracts

LEASE GATEWAY RIDGECREST, INC., a California corporation, Landlord, and PETRO RESOURCES CORPORATION a Delaware corporation, Tenant
Petro Resources Corp • April 2nd, 2007 • Crude petroleum & natural gas

By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

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CREDIT AGREEMENT Dated as of FEBRUARY 16, 2007 among PRC WILLISTON LLC as the Borrower, D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
Credit Agreement • April 2nd, 2007 • Petro Resources Corp • Crude petroleum & natural gas • New York

This CREDIT AGREEMENT dated as of February 16, 2007, is among PRC Williston LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; D.B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

GUARANTY AND PLEDGE AGREEMENT DATED AS OF FEBRUARY 16, 2007 MADE BY PETRO RESOURCES CORPORATION IN FAVOR OF D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., AS ADMINISTRATIVE AGENT
Guaranty and Pledge Agreement • April 2nd, 2007 • Petro Resources Corp • Crude petroleum & natural gas • New York

This GUARANTY AND PLEDGE AGREEMENT, dated as of February 16, 2007, is made by PETRO RESOURCES CORPORATION, a Delaware corporation (the “Guarantor”) in favor of D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), for the lenders (the “Lenders”) from time to time parties to the Credit Agreement, dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PRC Williston LLC (the “Borrower”), the Lenders and the Administrative Agent.

SECURITY AGREEMENT made by PRC WILLISTON LLC in favor of D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. as Administrative Agent Dated as of February 16, 2007
Security Agreement • April 2nd, 2007 • Petro Resources Corp • Crude petroleum & natural gas • New York

This SECURITY AGREEMENT, dated as of February 16, 2007, is between PRC Williston LLC, a Delaware limited liability company (the “Debtor”), and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) for the financial institutions from time to time parties to the Credit Agreement of even date herewith (the “Credit Agreement”), among the Debtor, the Lenders parties thereto and the Administrative Agent.

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