Delivery of Documents Uses in Conditions to Victory's Obligations Clause

Conditions to Victory's Obligations from Funding Agreement

This Pre-Merger Loan and Funding Agreement (hereinafter the "Agreement") is entered into and shall become effective as of February 26, 2015, by and between VICTORY ENERGY CORPORATION, a Nevada corporation ("Victory"), and LUCAS ENERGY, INC., a Nevada corporation ("Lucas"). Victory and Lucas are referred to individually as a "Party" and, collectively, as the "Parties."

Conditions to Victory's Obligations. The obligation of Victory to make the Loan is subject to the satisfaction, on or before the Closing Date, of each of the following conditions; provided, however, that these conditions are for the sole benefit of Victory and may be waived by Victory at any time in its sole discretion: