Lucas Common Stock Uses in Pledge Agreement Clause

Pledge Agreement 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."

Pledge Agreement. On the Closing Date (as defined below) Victory and Lucas shall enter into the Pledge Agreement. Pursuant to the Pledge Agreement, in connection with each Draw, Lucas shall pledge to Victory a number of shares of Lucas common stock, $0.001 par value per share ("Common Stock") that is equal to quotient of the amount of the Draw, divided by the volume weighted average closing price of Lucas Common Stock over the twenty (20) trading day period prior to the date that the Draw is made. These pledged shares shall constitute collateral security for Lucas' obligations under the Note, this Agreement and the other Closing Documents. The number of shares of Lucas common stock to be pledged under the Pledge Agreement shall not exceed 19.9% of the issued and outstanding common stock of Lucas without the prior written consent of Lucas and its stockholders in accordance with exchange listing requirements; provided, however, that if Lucas is unable to pledge sufficient shares as a result of such limitation, it shall in lieu of pledging additional shares provide other consideration having an equal value as mutually determined by Lucas and Victory.

Pledge Agreement 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."

Pledge Agreement. On the Closing Date (as defined below) Victory and Lucas shall enter into the Pledge Agreement. Pursuant to the Pledge Agreement, in connection with each Draw, Lucas shall pledge to Victory a number of shares of Lucas common stock, $0.001 par value per share ("Common Stock") that is equal to quotient of the amount of the Draw, divided by the volume weighted average closing price of Lucas Common Stock over the twenty (20) trading day period prior to the date that the Draw is made. These pledged shares shall constitute collateral security for Lucas' obligations under the Note, this Agreement and the other Closing Documents. The number of shares of Lucas common stock to be pledged under the Pledge Agreement shall not exceed 19.9% of the issued and outstanding common stock of Lucas without the prior written consent of Lucas and its stockholders in accordance with exchange listing requirements; provided, however, that if Lucas is unable to pledge sufficient shares as a result of such limitation, it shall in lieu of pledging additional shares provide other consideration having an equal value as mutually determined by Lucas and Victory.

Pledge Agreement 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."

Pledge Agreement. On the Closing Date (as defined below) Victory and Lucas shall enter into the Pledge Agreement. Pursuant to the Pledge Agreement, in connection with each Draw, Lucas shall pledge to Victory a number of shares of Lucas common stock, $0.001 par value per share ("Common Stock") that is equal to quotient of the amount of the Draw, divided by the volume weighted average closing price of Lucas Common Stock over the twenty (20) trading day period prior to the date that the Draw is made. These pledged shares shall constitute collateral security for Lucas' obligations under the Note, this Agreement and the other Closing Documents. The number of shares of Lucas common stock to be pledged under the Pledge Agreement shall not exceed 19.9% of the issued and outstanding common stock of Lucas without the prior written consent of Lucas and its stockholders in accordance with exchange listing requirements; provided, however, that if Lucas is unable to pledge sufficient shares as a result of such limitation, it shall in lieu of pledging additional shares provide other consideration having an equal value as mutually determined by Lucas and Victory.