Common use of Hedging Transactions Clause in Contracts

Hedging Transactions. The Lender agrees that as long as it or any of its Affiliates holds any Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lender.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 1 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of counsel to the Holders’ it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of securities of the same class as the Registrable Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of securities of the same class as the Registrable Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or other document pursuant to this Section 2.13 shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 2.8. (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 2.13, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of securities of the same class as the Registrable Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 2.13 shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall in the sole discretion of the Holders of a majority of the Registrable Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any affiliate thereof is (or may be considered under applicable SEC guidance) an underwriter or selling stockholder, then it shall, if requested by the relevant Holder, be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound Registration Statement), such disclosure as is mutually agreed upon by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. The Lender agrees (a) Pursuant to Section 4.1(i), Liberty is entitled to engage in one or more Hedging Transactions, provided that: (i) no shares of Class B Common Stock shall be used for a Hedging Transaction unless such shares are first converted into shares of Common Stock in accordance with Section 4.4(b) (after ▇▇▇▇▇▇ has had the opportunity to exercise his right to exchange such shares of Class B Common Stock for shares of Common Stock pursuant to Section 4.4); and (ii) the shares of Common Stock subject to any Hedging Transaction shall remain subject to the Liberty Proxy and no Hedging Transaction shall, prior to the settlement of such Hedging Transaction, impair ▇▇▇▇▇▇’▇ right to vote any shares of the Common Stock pursuant to Section 3.3 (it being understood that as long as it or any a settlement of its Affiliates holds any Securities it shall nota Hedging Transaction may result in a disposition of the shares subject to such Hedging Transaction and that, upon such disposition and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position termination of all of Liberty’s legal and beneficial ownership with respect to any Company Securities and economic interests in excess of $25,000such shares, ▇▇▇▇▇▇ will not have the right to vote such shares); provided that, notwithstanding the foregoing, the Lender or that such Affiliates may enter into any such short position or hedging position (i) prior right shall not be deemed to be impaired to the Effective Date, at any time during any period extent that that a counterparty to a Hedging Transaction to whom Common Stock has been pledged has obtained the bid price for right to vote or take consensual action with respect to the Common Stock so pledged as reported by the Reporting Service is equal to a result of an event of default or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws termination event with respect to its trading of the Company's securities, Liberty Stockholder Group under the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction AgreementsHedging Transaction; provided, further, that the Company terms of such pledging arrangement shall under permit the Liberty Stockholder Group to exercise voting rights and to take consensual action with respect to the Common Stock so pledged in circumstances where no circumstances be entitled event of default or termination event has occurred; (b) Liberty will use its reasonable efforts to request or demand that the Lender affirmatively demonstrate ensure that it has will not engaged in any such violations be deemed part of a Group with a counterparty to a Hedging Transaction; and (c) a Hedging Transaction shall not be deemed to be a Block Sale; provided that if the settlement of a Hedging Transaction that is permitted pursuant to this Agreement would otherwise qualify as a condition Block Sale, then upon the written request of Liberty delivered prior to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence settlement of such violations (includingHedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, such Transfer at settlement will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either be treated as a defense Block Sale pursuant to any breach of this Agreement and the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderGovernance Agreement.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its commercially reasonable efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it distribution, but shall not, and not include the Lender shall cause it Affiliates not to, hold any short sale position filing of a post-effective amendment to a Registration Statement) as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Dateprovisions of this Section 7. The selection of any Hedging Counterparty shall not be subject to Section 2(f), at any time during any period that that but the bid price for the Common Stock as reported Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule I hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 5 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. (a) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Counsel to the Holders, it is necessary or desirable to have a Registration Statement under the Securities Act cover such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include the filing of a prospectus supplement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any Securities it shall notdistribution, and the Lender shall cause it Affiliates not to, hold any short sale position as may reasonably be required to have such Hedging Transaction or any hedging position with respect to any Company sales or transfers of Registrable Securities in excess connection therewith covered by a Registration Statement under the Securities Act in a manner consistent with the rights and obligations of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates Company hereunder. (b) All Registration Statements in which Holders may enter into any such short position or hedging position (i) prior include Registrable Securities under this Agreement shall be subject to the Effective Dateprovisions of this Section 7. The selection of any Hedging Counterparty shall not be subject to Section 2(f), at any time during any period that that but the bid price for the Common Stock as reported Hedging Counterparty shall be selected by the Reporting Service Holders of a majority of the Registrable Securities subject to the Hedging Transaction that is equal proposed to or greater than $0.25 be effected. (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (ic) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (d) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule I hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includinge) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same manner as a defense to any breach managing underwriter for purposes of the Company's obligations under any Section 5 of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthis Agreement.

Hedging Transactions. The Lender agrees (a) No Borrower will, and will not permit any Subsidiary to, enter into any Swap Agreement with any Person other than: (i) Swap Agreements with an Approved Counterparty in respect of commodities entered into not for speculative purposes the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is entered into: ninety percent (90%) of the reasonably anticipated projected production from Proved Hydrocarbon Interests from Oil and Gas Properties constituting Proved Hydrocarbon Interests (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement) for each month during such period for each of crude oil, natural gas and natural gas liquids, calculated separately; provided, that as long as it (A) put option contracts or any of its Affiliates holds any Securities it floors that are not related to corresponding calls, collars or swaps shall not be included in calculating such percentage threshold and (B) such Swap Agreements shall not, and the Lender shall cause it Affiliates not toin any case, hold any short sale position or any hedging position with respect to any Company Securities in excess have a tenor of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 four (and 4) years. It is understood that Swap Agreements in respect of commodities which may, from time to time, “hedge” the Lender or such Affiliate same volumes, but different elements of commodity risk thereof, shall not be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if aggregated together when calculating the bid price for the Common Stock declines to less than $0.25) and foregoing limitations on notional volumes; and (ii) Swap Agreements in connection respect of interest rates with a conversion an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrowers and their Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 100% of the then outstanding principal amount of all Loans. (b) In no event shall any Swap Agreement contain any requirement, agreement or covenant for any Borrower or any Subsidiary thereof to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures (other than under the Debenture or an exercise Collateral Documents); (c) Swap Agreements shall only be entered into in the ordinary course of business (and not for speculative purposes); and (d) If, after the end of any calendar month, the aggregate volume of all Swap Agreements in respect of commodities for which settlement payments were calculated in such calendar month (other than puts, floors, and basis differential swaps on volumes hedged by other Swap Agreements) exceeded 100% of actual production of crude oil, natural gas and natural gas liquids, calculated separately, in such calendar month, then, to the extent necessary, the Borrowers shall promptly (and in any event within 30 days of the Warrants. The Lender agrees that end of such calendar month, which in such event, it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in constitute a violation of applicable federal securities laws and (ii) there has been issued against this Section 6.05(d)), terminate, create off-setting positions, allocate volumes to other production the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender Borrowers or any of its agentsSubsidiaries are marketing, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in unwind existing Swap Agreements such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production of crude oil, natural gas and natural gas liquids, calculated separately, for the then-current and any manner on the legality of any action taken by the Lendersucceeding calendar months.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or Transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or Transfers of Registrable Class Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Company hereunder with respect to any Company Securities in excess the registration of $25,000; Registrable Securities. Any information provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service Holders regarding the Hedging Transaction that is equal to included in a Registration Statement, Prospectus or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Issuer Free Writing Prospectus pursuant to this clause (iSection 7(e) even if shall be deemed to be information provided by the bid price Holders selling Registrable Securities pursuant to such Registration Statement for the Common Stock declines to less than $0.25) and purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e). The Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable SEC regulations and is consistent with comments received from the SEC during any SEC review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule A hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations Hedging Transaction. (includingv) In connection with a Hedging Transaction, but not limited to, its failure to provide any trading or other records, it being specifically agreed that each Hedging Counterparty shall be treated in the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either same matter as a defense to any breach managing underwriter for purposes of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderSection 7.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.9, be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.9. (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 4.5 shall, for purposes of Section 4.9, be deemed to be written information provided by a Selling Shareholder for purposes of Section 4.9; provided further that the term “Hedging Transaction” shall exclude any transactions in violation of Section 16 of the Exchange Act. (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. The Lender agrees that as long as it or any Each of its Affiliates holds any Securities it shall the Parent and the Borrower will not, and the Lender shall cause it Affiliates will not permit any Restricted Subsidiary to, hold enter into: (a) any short sale position or Swap Agreement in respect of commodities except for Swap Agreements with an Approved Counterparty the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date any hedging position such Swap Agreement is executed, the lesser of: (i) 80% of the Parent’s, the Borrower’s and the Restricted Subsidiaries’ reasonably anticipated projected production of crude oil and condensate (with respect to any Company Securities crude oil and condensate related transactions) for each month in excess the period during which such Swap Agreement is in effect and 80% of $25,000; provided that, notwithstanding the foregoingParent’s, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (Borrower’s and the Lender or Restricted Subsidiaries’ projected production of natural gas (with respect to natural gas related transactions) for each month in the period during which such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if Swap Agreement is in effect, in each case, from proved Hydrocarbon Interests as set forth on the bid price for the Common Stock declines to less than $0.25) and most recent Reserve Report; and (ii) in connection with a conversion under the Debenture or an exercise 90% of the Warrants. The Lender agrees that it shall not transfer any Securities unless Parent’s, the transferee thereof explicitly agrees in writing to be bound by Borrower’s and the terms hereof, except in connection with transfers Restricted Subsidiaries’ reasonably anticipated projected production of Shares that are not Registrable Securities. The Company agrees that unless crude oil and until condensate (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading crude oil and condensate related transactions) for each month in the period during which such Swap Agreement is in effect and 90% of the Company's securitiesParent’s, the Lender shall be assumed to be in compliance with such laws Borrower’s and the Company Restricted Subsidiaries’ projected production of natural gas (with respect to natural gas related transactions) for each month in the period during which such Swap Agreement is in effect, in each case, from proved developed producing Hydrocarbon Interests as set forth on the most recent Reserve Report; or (b) any Swap Agreement with respect to the interest rate on any Indebtedness except for Swap Agreements with one or more Approved Counterparties and provided that the aggregate notional principal amount of all Indebtedness that is the subject of all such Swap Agreements does not exceed the outstanding principal amount of Indebtedness for borrowed money. For purposes of clause (a) of this Section 6.05, forecasts of projected production shall remain obligated equal the projections for proved Hydrocarbon Interests or proved developed producing Hydrocarbon Interests, as applicable, set out in the most recent Reserve Report as revised to fulfill all account for any increase or decrease therein anticipated because of its obligations under each information obtained by the Parent and the Borrower subsequent to the publication of the Transaction Agreements; providedmost recent Reserve Report, further, that including the Company shall under no circumstances be entitled Parent’s or Borrower’s internal forecasts of production decline rates for existing ▇▇▇▇▇ and additions to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition deletions from anticipated future production from new ▇▇▇▇▇ and acquisitions coming on stream or failing to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner come on the legality of any action taken by the Lenderstream.

Hedging Transactions. (a) The Lender Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good faith consultation with counsel to the Issuer), it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the Plan of its Affiliates holds any Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities it shall not, in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position Issuer hereunder with respect to any Company Securities the registration of Registrable Securities. Any information regarding the Hedging Transaction included in excess of $25,000; provided that, notwithstanding the foregoing, the Lender a Registration Statement or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into Prospectus pursuant to this clause Section 4.4(a) shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Article VII. (ib) even if the bid price Any registration effected pursuant to this Section 4.4 shall be deemed to be a Demand Registration for the Common Stock declines to less than $0.25purposes of this Agreement. (c) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding the Plan of Distribution and like matters. (d) The Issuer further agrees to include, under the Debenture caption "Plan of Distribution" (or an exercise the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securitiesIssuer, the Lender shall be assumed to be in compliance with such laws relevant Stockholder and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any Hedging Counterparty describing such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. The Lender agrees that as long as it (a) If the Authority shall enter into a Qualified Swap Agreement with a Swap Provider requiring the Authority to pay a fixed interest rate on a notional amount, or any of its Affiliates holds any Securities it shall notrequiring the Authority to pay a variable interest rate on a notional amount, and the Lender Authority has made a determination that such Qualified Swap Agreement was entered into for the purpose of providing substitute interest payments for Bonds of a particular maturity or maturities in a principal amount equal to the notional amount of the Qualified Swap Agreement and so long as the Swap Provider under such Qualified Swap Agreement is not in default under such Qualified Swap Agreement: (i) for purposes of any calculation of Aggregate Debt Service, the interest rate on the Bonds of such maturity or maturities shall cause it Affiliates be determined as if such Bonds bore interest at the fixed interest rate or the variable interest rate, as the case may be, payable by the Authority under such Qualified Swap Agreement; (ii) any net payments (excluding, however, termination fees, expenses and other amounts payable pursuant to a Qualified Swap Agreement not tospecifically made on the basis of interest rates) required to be made by the Authority to the Swap Provider pursuant to such Qualified Swap Agreement from Revenues shall be made on a parity with payments due on other Bonds or Subordinate Bonds, hold as applicable, solely from amounts on deposit to the credit of the Debt Service Fund, the Rolling Coverage Fund, the Supplemental Reserve Fund, the Debt Service Reserve Fund, the Subordinate Debt Service Fund, or a Subordinate Reserve Fund, if any, as applicable, in the order described in Section 6.03; (iii) any short sale position net payments received by the Authority from the Swap Provider pursuant to such Qualified Swap Agreement shall be applied and may or may not be treated as Revenues as directed by the Authority; and (iv) termination fees, expenses and other amounts payable pursuant to a Qualified Swap Agreement not specifically made on the basis of interest rates shall be paid from amounts on deposit in the CFC Stabilization Fund, and shall not be on a parity with the Bonds. (b) If the Authority shall enter into a swap agreement of the type generally described in subsection (a) of this Section 3.06 that does not satisfy the requirements for qualification as a Qualified Swap Agreement as a result of its failure to make the determination described therein or otherwise, then: (i) the interest rate adjustment or assumptions referred to in paragraph (i) of said subsection (a) shall not be made; (ii) any hedging position net payments required to be made by the Authority to the Swap Provider pursuant to such swap agreement from Revenues shall be made only from amounts available within the CFC Stabilization Fund after the payment of all other Bonds; and (iii) any net payments received by the Authority from the Swap Provider pursuant to such swap agreement may be treated as Revenues at the option of the Authority and applied as directed by the Authority. (c) The Trustee shall have no responsibility for the Authority's obligations under this Section 3.07 or with respect to any Company Securities swap agreement entered into by the Authority pursuant to paragraphs (a) or (b) above, other than to receive payments from and make payments to a Swap Provider in excess accordance with the written instructions of $25,000; provided that, notwithstanding the foregoing, Authority. The Authority will notify the Lender or such Affiliates may enter Trustee upon entering into any such short position or hedging position (i) prior Swap under this Section, and shall provide written instructions to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws Trustee with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderadministration.

Hedging Transactions. (a) The Lender agrees provisions of this Agreement relating to the registration, offer, and sale of Registrable Securities shall apply also to (i) any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that as long as the counterparty to such transaction shall be selected in the sole discretion of the applicable Holder(s) and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including (subject to Section 2.5(b) below) short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Holder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or free writing prospectus filed pursuant to Sections 2.1 and 2.2 shall, for purposes of Section 5.1(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 5.1(b). (b) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an underwriter or selling shareholder, then the applicable Holder shall be required to provide, or cause such Hedging Counterparty or such Affiliate thereof to provide, customary indemnities to the Company regarding the plan of distribution and related matters. (c) Notwithstanding any other provision of this Section 2.5, in no event shall Stonepeak or any of its Affiliates holds “loan” any Registrable Securities it shall notto “short sellers” of the Company’s securities or, and without the Lender shall cause it Affiliates not toprior written consent of the Company, hold Transfer any short sale position or any hedging position with respect Registrable Securities to any Company Securities in excess Excluded Transferee. (d) For avoidance of $25,000; provided that, notwithstanding the foregoingdoubt, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to clarifications provided in this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction Section 2.5 to the effect that Hedging Transactions are among the Lender has violated applicable federal securities laws with respect to its trading types of transactions covered by the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all provisions of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition this Agreement relating to the Company's fulfillment registration, offer, and sale of its obligations under Registrable Securities shall in no manner be read to imply that any other particular types of transactions, by virtue of not having a similar clarifying provision in this Agreement, are not among the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence types of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken transactions covered by the Lenderprovisions of this Agreement relating to the registration, offer, and sale of Registrable Securities.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 2 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. The Lender agrees that Prior to the Effective Time, the Company will use commercially reasonable efforts to cooperate with and assist Parent in terminating the Convertible Note Hedge Options and the Warrants at or as long promptly as it or any of its Affiliates holds any Securities it shall notpracticable following the Effective Time. Prior to the Effective Time, the Company will, and the Lender shall will cause it Affiliates not its Representatives to, hold any short sale position cooperate with and assist Parent in connection with discussions, negotiations or any hedging position agreements with the counterparties to the Convertible Note Hedge Options and the Warrants with respect to any Company Securities in excess of $25,000; provided thatdetermination, notwithstanding the foregoingadjustment, the Lender cancellation, termination, exercise, settlement or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) computation in connection with a conversion under the Debenture Convertible Note Hedge Options or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws including with respect to its trading any cash amounts or shares of the Company's securitiesCompany Common Stock that may be receivable, the Lender shall be assumed to be in compliance with such laws and issuable, deliverable or payable by the Company shall remain obligated pursuant to fulfill all of its obligations under each of the Transaction AgreementsConvertible Note Hedge Options or the Warrants; provided, further, provided that the Company shall under no circumstances not be entitled required to request enter into any agreement the effectiveness of which is not conditioned upon the occurrence of the Effective Time. The Company shall also, as promptly as reasonably practicable, provide Parent and its counsel with copies of any notices or demand that other written communications received from the Lender affirmatively demonstrate that it has not engaged counterparties to, and in respect of, the Convertible Note Hedge Options or the Warrants, and shall give Parent reasonable opportunity to review and comment on any written response to any such violations as notice or other written communication, and shall give good faith consideration to any such comments timely provided by Parent. If requested by Parent, the Company shall use commercially reasonable efforts to engage a condition hedging advisor in connection with the actions set forth in the immediately preceding sentence, provided that all fees, costs or other liabilities that may be owing to any such hedging advisor that are not contingent upon the occurrence of the Closing or are payable prior to the Company's fulfillment Closing, shall be at Parent’s sole cost and expense. The Company shall not (i) enter into any binding agreements in respect of its obligations under the Convertible Note Hedge Options or the Warrants, (ii) agree to any amendments, modifications or other changes to the terms of the Convertible Note Hedge Options or the Warrants, or (iii) exercise any right it may have to terminate, or to trigger an early settlement of, any of the Transaction Agreements and shall not assertConvertible Note Hedge Options or Warrants (other than, whether as for the avoidance of doubt, in connection with an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality early conversion of any action taken by Company Convertible Notes), in each case without the Lenderprior written consent of Parent. The Company’s obligations pursuant to this Section 6.19(b) shall be subject to the provisions of Section 6.9.

Hedging Transactions. The Lender agrees that as long as it or any of its Affiliates holds any Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into that any such short position sale or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall transaction may only be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) made in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lender.

Hedging Transactions. The Lender agrees No Borrower or Subsidiary will be a party to or in any manner be liable on any Hedging Contract except: (a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b) and basis differential swaps on volumes already hedged pursuant to other Hedging Contracts) entered into with the purpose and effect of fixing prices on oil or gas expected to be produced by Borrower or a Subsidiary; provided that as long as it or at all times: (i) no such Hedging Contract fixes a price for a period later than 36 months after such contract is entered into; (ii) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 80% of its Affiliates holds any Securities it shall notBorrower’s and all Subsidiaries’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Borrower and each Subsidiary’s businesses for such month, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position determined separately with respect to crude oil (including natural gas liquids) and natural gas, (iii) except for the Collateral under the Collateral Documents with respect to Secured Hedging Obligations, no such contract requires Borrower or any Company Securities Subsidiary to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Borrower or Subsidiary in excess of $25,000performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty; (b) Floor Contracts; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position that (i) prior no such contract has a term of more than 36 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Borrower’s and all Subsidiaries’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the Effective Dateordinary course of the Borrower’s and each Subsidiary’s businesses for such month, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service determined separately with respect to crude oil (including natural gas liquids) and natural gas, and (iii) each such contract is equal to or greater than $0.25 with an Approved Counterparty; and (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position c) Hedging Contracts entered into pursuant to this clause by a Borrower or a Subsidiary with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Borrower or Subsidiary that is accruing interest at a variable rate; provided that (i) even if at the bid price for time such Hedging Contract is entered into, the Common Stock declines aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness to less than $0.25) and be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) in connection with a conversion under the Debenture or an exercise floating rate index of each such contract generally matches the Warrants. The Lender agrees that it shall not transfer any Securities unless index used to determine the transferee thereof explicitly agrees in writing floating rates of interest on the corresponding indebtedness to be bound hedged by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws such contract and (iiiii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws each such contract is with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderApproved Counterparty .

Hedging Transactions. The Each Lender agrees that as long as it or any of its Affiliates holds any Securities it shall not, and the such Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the any such Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the such Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Each Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the a Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the such Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the such Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the such Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the a Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the such Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the such Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the such Lender.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale SV:315627.6 1001640689v15 under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good-faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus or free writing prospectus filed pursuant to this Section 4.5 shall, for purposes of Section 4.9, be deemed to be written information provided by a Selling Shareholder for purposes of Section 4.9; provided further that the term “Hedging Transaction” shall exclude any transactions in violation of Section 16 of the Exchange Act. (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling stockholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any Securities it shall notthis Agreement relating to the registration, offer, and the Lender sale of Registrable Securities shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25) Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.10(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.10(b). (b) If in connection with a conversion under the Debenture Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an exercise of the Warrants. The Lender agrees that it underwriter or selling shareholder, then such Hedging Counterparty shall not transfer any Securities unless the transferee thereof explicitly agrees in writing be required to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) provide customary indemnities to the Company has affirmatively demonstrated by regarding the use plan of specific clear distribution and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderrelated matters.

Hedging Transactions. (a) The Lender agrees provisions of this Agreement relating to the registration, offer, and sale of Registrable Securities shall apply also to (i) any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that as long as the counterparty to such transaction shall be selected in the sole discretion of the Demand Shareholders and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Demand Shareholder or borrowed from the Demand Shareholder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Demand Shareholder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such Hedging Transaction. Any written information regarding the Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or free writing prospectus filed pursuant to this Section 6.5 shall, for purposes of Section 6.10(b), be deemed to be written information provided by a Selling Shareholder for purposes of Section 6.10(b). (b) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may reasonably be considered) an underwriter or selling shareholder, then such Hedging Counterparty shall be required to provide customary indemnities to the Company regarding the plan of distribution and related matters. (c) Notwithstanding any other provision of this Section 6.5, in no event shall Amazon or any of its Affiliates holds “loan” any Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any to “short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading sellers” of the Company's ’s securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lender.

Hedging Transactions. The Lender agrees that Seller shall use its reasonable efforts to enter into, on behalf of and in consultation with ▇▇▇▇▇, certain assignable hedging transactions covering production from the Properties as long described herein. Upon execution of this Agreement, representatives from each of Seller and ▇▇▇▇▇ shall jointly obtain quotations from at least two (2) counterparties chosen by ▇▇▇▇▇ from the parties with whom Seller has current ISDA agreements for straight swaps for quantities of the future proved developed producing oil and gas reserves attributable to the Assets and for reasonable terms to be provided by Buyer at the time of the execution of the Hedging Transactions. Upon receipt of oral instructions from the Buyer directing Seller which swaps to enter into and with which counterparty, subject to the indemnities set forth herein, Seller shall use its reasonable efforts to execute, on behalf of and for the benefit and liability of Buyers, such transactions with the counterparty providing the terms acceptable to the Buyers as it set forth in such instructions (the “Hedging Transactions”). Immediately thereafter, ▇▇▇▇▇▇ will provide written confirmation to Seller confirming Buyers’ oral instructions. At Closing, or any as soon thereafter as practicable, all such hedging arrangements shall be transferred to or novated in favor of its Affiliates holds any Securities it shall ▇▇▇▇▇▇. Whether the Closing occurs or not, Buyers shall pay, be responsible for and indemnify and hold Seller harmless from and against any and all costs, expenses and other liabilities arising from or attributable to the Lender shall cause it Affiliates Hedging Transactions. In any event, Seller will liquidate or novated in favor of ▇▇▇▇▇ (as ▇▇▇▇▇’s election) the Hedging Transaction no later than March 31, 2010. In the event the closing of the transaction contemplated herein has not tooccurred on or before March 31, hold 2010 or this Agreement is terminated for any short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) reason prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise closing of the Warrants. The Lender agrees that it transactions contemplated herein, Buyers shall not transfer indemnify and hold Seller harmless from and against any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereofand all losses, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision costs, expenses or other liabilities arising from a court of competent jurisdiction or related to the effect that the Lender has violated applicable federal securities laws Hedging Transactions within in ten (10) days after receipt of invoice with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthereto.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders’ Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information provided by the Holders regarding the Hedging Transaction that is included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(g), but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption “Plan of Distribution” (or an exercise the equivalent caption), in each Registration Statement, and any related Prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Schedule 1 hereto and to include in writing to be bound by the terms hereof, except each Prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with relevant Holders and the Hedging Counterparty describing such laws and Hedging Transaction. (v) Notwithstanding any provision of this Agreement, the Company shall remain obligated to fulfill all of its obligations under each of the not enter into any Hedging Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any if such violations as a condition to the Company's fulfillment of its obligations under any of the Hedging Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderviolates applicable law.

Hedging Transactions. The Lender agrees (a) Without the prior written approval of Administrative Agent, no Credit Party shall enter into or permit to exist any Hedging Transaction, other than: (i) Acceptable Commodity Hedging Transactions that are standard hedging arrangements entered into in the ordinary course of business for the principal purpose of protecting against fluctuations in commodity prices or commodity basis risk (as long as applicable) and not for the purpose of speculation (it being acknowledged and agreed that Acceptable Commodity Hedging Transactions that comply with Section 7.15(a) shall be deemed to be standard hedging arrangements entered into in the ordinary course of business for the principal purpose of protecting against fluctuations in commodity prices or any commodity basis risk); or (ii) Rate Management Transactions entered into in the ordinary course of its Affiliates holds any Securities it shall not, and business with one or more financial institutions for the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position principal purpose of protecting against fluctuations in interest rates with respect to any Company Securities in excess indebtedness incurred and not for the purpose of $25,000; provided thatspeculation. (b) Without the prior written approval of Administrative Agent, notwithstanding the foregoing, the Lender or such Affiliates may no Credit Party enter into any Commodity Hedging Transaction unless, at the time such short position or hedging position Commodity Hedging Transaction is entered into the following requirements are satisfied with respect to such Commodity Hedging Transaction: (i) prior the quantity of Hydrocarbons owned by such Credit Party subject to such Commodity Hedging Transaction, when aggregated with all other Commodity Hedging Transactions to which the Effective DateCredit Parties are a party then in effect, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater less than, for any Hydrocarbon, 85% of the monthly Projected Production of such Hydrocarbon for any month that is subject to such Commodity Hedging Transaction. (ii) No Credit Party shall have any obligation under such Commodity Hedging Transaction in respect of any delivery, pricing, calculation or similar period that commences more than $0.25 60 months after the date such Commodity Hedging Transaction is executed. (and the Lender c) No Credit Party shall cause or such Affiliate shall be entitled to hold such short position permit any Hedging Transaction now existing or hedging position hereafter entered into pursuant by it to be amended, modified, terminated, or negated (including through its entry into one or more new Hedging Transactions with the opposing effect or through liquidation) in any manner that (i) is not the result of an arms’ length negotiation on market terms (determined at the time of entry) or (ii) would cause Borrower to be out of compliance with any provision of this Agreement after giving effect thereto, or (iii) is materially adverse to the Lenders (x) without the prior written consent of Administrative Agent or (y) subject to the following sentence, unless such Hedging Transaction is amended, modified, terminated or negated in accordance with Section 7.15(b). If at any time a Credit Party is required to unwind a Hedging Transaction in accordance with Section 7.15(b) and cannot do so while remaining in compliance with this clause (ic), such Credit Party may only unwind such Hedging Transaction after Borrower gives notice thereof to Administrative Agent. (d) even if No Credit Party shall enter into any Hedging Transaction, or cause or permit any Hedging Transaction now existing or hereafter entered into by it to be amended or modified, in each case without the bid price prior written consent of Administrative Agent, unless such new, amended or modified Hedging Transaction, as applicable, relates to or is entered in contemplation of or to facilitate a Hedging Transaction that complies with this Section 8.18. (e) In no event shall any Hedging Transaction contain any requirement, agreement or covenant for any Credit Party to post collateral, credit support (including in the form of letters of credit) or margin to secure their obligations under such Hedging Transaction or to cover market exposures (other than (x) Collateral for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise benefit of the Warrants. The Lender agrees that it shall not transfer any Securities unless Hedge Counterparties pursuant to the transferee thereof explicitly agrees in writing Loan Documents or (y) pursuant to be bound by the terms hereof, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company ▇. ▇▇▇▇ ISDA). (f) No Credit Party shall enter into any Hedging Transaction involving an Advance Payment Contract, a prepayment, an off-market price (determined at the time of entry) or any other pricing arrangement resulting in violation material credit exposure to either party thereto upon execution of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading such Hedging Transaction. For purposes of the Company's securitiesforegoing, a Credit Party’s receipt of an on-market premium pursuant to an option that is otherwise permitted under this Agreement will not be considered a prepayment, but the Lender payment or receipt of any other premium will be considered a prepayment. (g) No Credit Party shall enter into Hedging Transaction where any payments owed by such Credit Party in respect of calculation periods that would occur after early termination of such Hedging Transaction could be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in netted against any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense payments owed to any claim made against the Company, that the Lender's failure Credit Party for physical Hydrocarbons delivered prior to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lendertermination.

Hedging Transactions. (a) The Lender agrees that as long as it or any provisions of its Affiliates holds any Securities it shall notthis Agreement relating to the registration, offer, and the Lender sale of Registrable Securities shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company sales of Registrable Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position connection with (i) prior any transaction which Transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put- or call-equivalent position, collar, margin loan, sale of exchangeable security, or similar transaction (including the registration, offer, and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if selected in the bid price for sole discretion of the Common Stock declines to less than $0.25applicable Holder(s) and (ii) any derivative transactions in which a broker-dealer, other financial institution, or unaffiliated Person (each, a “Hedging Counterparty”) may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including (subject to Section 2.7(b) below) short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged, or hypothecated to any such party (each, a “Hedging Transaction”); provided that the Holder’s legal counsel has determined in its reasonable judgment (after good faith consultation with counsel of the Company) that it is reasonably necessary to register under the Securities Act such sales of Registrable Securities in connection with a conversion under Hedging Transaction. Any written information regarding the Debenture Hedging Transaction provided to the Company by a Hedging Counterparty for inclusion in any registration statement, prospectus, or an exercise Free Writing Prospectus filed pursuant to Sections 2.1 and 2.2 shall, for purposes of the Warrants. The Lender agrees that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing Section 5.1(b), be deemed to be bound written information provided by a Selling Shareholder for purposes of Section 5.1(b). (b) For avoidance of doubt, the terms hereof, except clarifications provided in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction this Section 2.7 to the effect that Hedging Transactions are among the Lender has violated applicable federal securities laws with respect to its trading types of transactions covered by the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all provisions of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition this Agreement relating to the Company's fulfillment registration, offer, and sale of its obligations under Registrable Securities shall in no manner be read to imply that any other particular types of transactions, by virtue of not having a similar clarifying provision in this Agreement, are not among the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence types of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken transactions covered by the Lenderprovisions of this Agreement relating to the registration, offer, and sale of Registrable Securities.

Hedging Transactions. (i) The Lender Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Holders' Counsel, it is necessary or desirable to register under the Securities Act such Hedging Transactions or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Company shall use its reasonable best efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as long as it underwriters or potential underwriters, if applicable, or any change to the plan of its Affiliates holds any distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities it in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement or prospectus pursuant to this Section 7(e) shall notbe deemed to be information provided by the Holders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 7(b). (ii) All Registration Statements in which Holders may include Registrable Securities under this Agreement shall be subject to the provisions of this Section 7(e), and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect to any Company registration of Registrable Class Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into thereunder pursuant to this clause Section 7(e) shall be subject to the provisions of this Agreement applicable to any such Registration Statements; provided, however, that the selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the Hedging Counterparty shall be selected by the Holders of a majority of the Registrable Class Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement. (iiii) even if the bid price for the Common Stock declines to less than $0.25) and (ii) If in connection with a conversion Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the Plan of Distribution and like matters. (iv) The Company further agrees to include, under the Debenture caption "Plan of Distribution" (or an exercise the equivalent caption), in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any Commission review of the Warrants. The Lender agrees that it shall not transfer any Securities unless Registration Statement), language substantially in the transferee thereof explicitly agrees form of Annex A hereto and to include in writing to be bound by the terms hereof, except each prospectus supplement filed in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated any proposed Hedging Transaction language mutually agreed upon by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate relevant Holders and the Hedging Counterparty describing such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the LenderHedging Transaction.

Hedging Transactions. The Lender agrees Parties agree that as long as it or any the provisions of its Affiliates holds any this Agreement relating to the registration, offer and sale of Registrable Securities it shall not, and the Lender shall cause it Affiliates not to, hold any short sale position or any hedging position with respect apply also to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) prior any transaction which transfers some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the Effective Datecounterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), at any time during any period that and that the bid price for the Common Stock as reported by the Reporting Service is equal counterparty to or greater than $0.25 (and the Lender or such Affiliate transaction shall be entitled to hold such short position or hedging position entered into pursuant to selected in the sole discretion of the Holders; provided, however, that this clause (i) even if shall not entitle a Holder to register any securities of the bid price for the Common Stock declines to less Issuer other than $0.25) Registrable Securities, and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person may sell Registrable Securities covered by any Prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged or hypothecated to any such Party. At the Holder’s request, the Prospectus shall permit, in connection with derivative transactions, a conversion under the Debenture broker-dealer, other financial institution or an exercise third party to sell shares of the WarrantsRegistrable Securities covered by such Prospectus and the applicable prospectus supplement, including in short sale transactions. The Lender agrees To the extent that it shall not transfer any Securities unless the transferee thereof explicitly agrees in writing a transaction requested by a Holder to be bound included in a Registration Statement pursuant to this ‎Section 5.1 is not otherwise included as part of a request by a Holder to register its Registrable Securities and requires the terms hereofIssuer to prepare a Registration Statement or Prospectus Supplement to separately effect such registration or offering, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated such transaction shall count as a separate registration or offering by the use of specific clear and convincing evidence that the Lender has traded in securities such Holder for purposes of the Company limitations set forth in violation of applicable federal securities laws ‎Section 3.4 and (ii) there has been issued against the Lender a final non-appealable decision from a court of competent jurisdiction to the effect that the Lender has violated applicable federal securities laws with respect to its trading of the Company's securities‎Section 3.7, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreementsas applicable; provided, furtherhowever, that the Company preparation of a Prospectus supplement by a Holder or its counsel to be filed by the Issuer in accordance with Section 4.2(b) shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations count as a condition to the Company's fulfillment of its obligations under any separate registration or offering by such Holder for purposes of the Transaction Agreements limitations set forth in ‎Section 3.4 and shall not assert‎Section 3.7, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderapplicable.

Hedging Transactions. The Lender agrees that Seller shall use its reasonable efforts to enter into, on behalf of and in consultation with Buyer, certain assignable hedging transactions covering production from the Properties as long described herein. Upon execution of this Agreement, representatives from each of Seller and Buyer shall jointly obtain quotations from at least two (2) counterparties chosen by Buyer from the parties with whom Seller has current ISDA agreements for straight swaps for quantities of the future proved developed producing oil and gas reserves attributable to the Assets and for reasonable terms to be provided by Buyer at the time of the execution of the Hedging Transactions. Upon receipt of oral instructions from the Buyer directing Seller which swaps to enter into and with which counterparty, subject to the indemnities set forth herein, Seller shall use its reasonable efforts to execute, on behalf of and for the benefit and liability of Buyers, such transactions with the counterparty providing the terms acceptable to the Buyers as it set forth in such instructions (the “Hedging Transactions”). Immediately thereafter, Buyers will provide written confirmation to Seller confirming Buyers’ oral instructions. At Closing, or any as soon thereafter as practicable, all such hedging arrangements shall be transferred to or novated in favor of its Affiliates holds any Securities it shall Buyers. Whether the Closing occurs or not, Buyers shall pay, be responsible for and indemnify and hold Seller harmless from and against any and all costs, expenses and other liabilities arising from or attributable to the Lender shall cause it Affiliates Hedging Transactions. In any event, Seller will liquidate or novated in favor of Buyer (as Buyer’s election) the Hedging Transaction no later than March 31, 2010. In the event the closing of the transaction contemplated herein has not tooccurred on or before March 31, hold 2010 or this Agreement is terminated for any short sale position or any hedging position with respect to any Company Securities in excess of $25,000; provided that, notwithstanding the foregoing, the Lender or such Affiliates may enter into any such short position or hedging position (i) reason prior to the Effective Date, at any time during any period that that the bid price for the Common Stock as reported by the Reporting Service is equal to or greater than $0.25 (and the Lender or such Affiliate shall be entitled to hold such short position or hedging position entered into pursuant to this clause (i) even if the bid price for the Common Stock declines to less than $0.25) and (ii) in connection with a conversion under the Debenture or an exercise closing of the Warrants. The Lender agrees that it transactions contemplated herein, Buyers shall not transfer indemnify and hold Seller harmless from and against any Securities unless the transferee thereof explicitly agrees in writing to be bound by the terms hereofand all losses, except in connection with transfers of Shares that are not Registrable Securities. The Company agrees that unless and until (i) the Company has affirmatively demonstrated by the use of specific clear and convincing evidence that the Lender has traded in securities of the Company in violation of applicable federal securities laws and (ii) there has been issued against the Lender a final non-appealable decision costs, expenses or other liabilities arising from a court of competent jurisdiction or related to the effect that the Lender has violated applicable federal securities laws Hedging Transactions within in ten (10) days after receipt of invoice with respect to its trading of the Company's securities, the Lender shall be assumed to be in compliance with such laws and the Company shall remain obligated to fulfill all of its obligations under each of the Transaction Agreements; provided, further, that the Company shall under no circumstances be entitled to request or demand that the Lender affirmatively demonstrate that it has not engaged in any such violations as a condition to the Company's fulfillment of its obligations under any of the Transaction Agreements and shall not assert, whether as an affirmative claim or a defense to any claim made against the Company, that the Lender's failure to demonstrate such absence of such violations (including, but not limited to, its failure to provide any trading or other records, it being specifically agreed that the Company, directly or indirectly, will request the Lender or any of its agents, advisors, brokers or representatives to provide such records in any forum) serves either as a defense to any breach of the Company's obligations under any of the Transaction Agreements or otherwise reflects adversely in any manner on the legality of any action taken by the Lenderthereto.