Party Uses in Amendments, Etc. with Respect to the Obligations Clause

Amendments, Etc. with Respect to the Obligations from Guarantee and Collateral Agreement

THIS GUARANTEE AND COLLATERAL AGREEMENT, dated as of August 15, 2014 (this "Agreement"), made by HYDROCARB ENERGY CORPORATION, a Nevada corporation (the "Borrower"), and each of the other signatories hereto as of the date hereof (together with the Borrower and any other entity that becomes a party hereto from time to time after the date hereof as provided herein, the "Grantors"), in favor of SHADOW TREE CAPITAL MANAGEMENT LLC, a Delaware limited liability company, in its capacity as agent (the "Agent") for the Lenders (defined below). For the purpose of this Agreement the Agent, and/or its successors and/or assignors, acting on behalf of the Lenders shall be referred to as the "Secured Party".

Amendments, Etc. with Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Party (organization) values">Secured Party may be rescinded by the Secured Party and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Party, and the Credit Agreement, the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Secured Party may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Secured Party shall not have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee contained in this Article 2 or any property subject thereto.