Secured Party Uses in Additional Grantors; Additional Pledged Securities Clause

Additional Grantors; Additional Pledged Securities 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".

Additional Grantors; Additional Pledged Securities. The Borrower and its Subsidiaries that are required to become a party to this Agreement pursuant to Section 9.15(b) of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement. Each Grantor that is required to pledge additional Equity Interests pursuant to the Credit Agreement shall execute and deliver to the Secured Party a Supplement.