0001185185-15-000672 Sample Contracts

AMENDED AND RESTATED GUARANTEE
Guarantee • March 30th, 2015 • Pegasi Energy Resources Corporation. • Crude petroleum & natural gas • New York

This AMENDED AND RESTATED GUARANTEE ("Guarantee") dated as of March 27, 2015 ("Effective Date"), by Pegasi Energy Resources Corporation, a Texas corporation ("Guarantor"), in favor of Jay Moorin, as Trustee under the Deed of Trust, Mortgage Security Agreement, Financing Statement and Assignment of Production dated as of the Effective Date from Pegasi Energy Resources Corporation, a Nevada corporation (as Borrower) (the "Borrower") and Guarantor (as Mortgagor and Debtor) to the Trustee, as trustee, as amended (the "Mortgage") and Pasquale DeAngelis, as Collateral Agent ("Collateral Agent") under and pursuant to the (i) Securities Purchase Agreements dated as of January 9, 2015 and January 14, 2015 (collectively, the "January Purchase Agreements") between the Borrower and the investors listed on the Schedule of Buyers attached thereto (the "January Buyers"), as amended by the Omnibus Amendment Agreement, dated as of March 27, 2015 by and among the Borrower and the Required Holders (as de

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OMNIBUS AMENDMENT AGREEMENT
Omnibus Amendment Agreement • March 30th, 2015 • Pegasi Energy Resources Corporation. • Crude petroleum & natural gas

This Omnibus Amendment Agreement (the “Agreement”), dated as of March 27, 2015, is by and among Pegasi Energy Resources Corporation, a Nevada corporation (the “Company”) and each of the holders identified on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).

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