Exhibit
10.1

    


    IN
THE UNITED STATES DISTRICT COURT

    FOR
THE EASTERN DISTRICT OF KENTUCKY

    CENTRAL
DIVISION AT LEXINGTON

    


    
      
        
          	
                  IN
      RE CLASSICSTAR MARE

                	
                  )

                	
                  MDL
      NO. 1877

                
	
                  LEASE
      LITIGATION

                	
                  )

                	 
      
	 
      	
                  )

                	
                  MASTER
      FILE:

                
	
                  and

                	
                  )

                	
                  5:07-CV-353-JMH

                
	 
      	
                  )

                	 
      
	
                  WEST
      HILLS FARMS, LLC, ET AL.

                	
                  )

                	
                  5:06-CV-243

                
	
                  GREGORY
      R. RAIFMAN, ET AL.

                	
                  )

                	
                  5:07-CV-347

                
	
                  PREMIERE
      THOROUGHBREDS, ET AL.

                	
                  )

                	
                  5:07-CV-348

                
	
                  JOHN
      GOYAK, ET AL.

                	
                  )

                	
                  5:08-CV-53

                
	
                  AA-J
      BREEDING, LLC, ET AL.

                	
                  )

                	
                  5:08-CV-79

                
	
                  STANWYCK
      GLEN FARMS, LLC, ET AL.

                	
                  )

                	
                  5:09-CV-15

                
	
                  LYON,
      TRUSTEE

                	
                  )

                	
                  5:09-CV-215

                


        

      

    

     

    FINAL
SETTLEMENT AGREEMENT

     

    and

     

    COMPREHENSIVE
GENERAL RELEASE

     

    between
and among

     

    JAMES
D. LYON,

    CHAPTER
7 TRUSTEE OF CLASSICSTAR LLC,

     

    GASTAR
EXPLORATION LTD.,

     

    AND
OTHER INDIVIDUALS AND ENTITIES SET FORTH HEREIN


    
      
         


      

      
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    THIS
FINAL SETTLEMENT AGREEMENT AND COMPREHENSIVE GENERAL RELEASE (the “Agreement”) is made and
entered into as of the Effective Date by and between the Parties as defined
below.

     

    ARTICLE
I

    Parties
and Other Defined Terms

     

    1.1.         The
“Trustee” means James D.
Lyon, the duly appointed Chapter 7 Trustee of ClassicStar, LLC (the “Debtor” or “ClassicStar”).

     

    1.2.         The
“West
Hills Plaintiffs”
means West Hills Farms, LLC; Walter E. Remmers; Arbor Farms, LLC; Dennis E.
Sackhoff; Mary H. Sackhoff; Nelson Breeders, LLC; Bryan W. Nelson; MacDonald
Stables, LLC; Lynn T. MacDonald; Lindalee MacDonald; Jaswinder Grover; and
Monica Grover.

     

    1.3.         The
“Raifman Plaintiffs” means Gregory R.
Raifman, individually and in his capacity as Trustee of the Raifman Family
Revocable Trust dated 7/2/03; Susan Raifman, individually and in her capacity as
Trustee of the Raifman Family Revocable Trust dated 7/2/03; and Gekko Holdings,
LLC.

     

    1.4.         The
“Goyak Plaintiffs” means John Goyak;
Dana Goyak; John Goyak & Associates, Inc.; and Jupiter Ranches,
LLC.

     

    1.5.         The
“AA-J
Breeding
Plaintiffs” means AA-J Breeding, LLC; Su-Sim, LLC; Derby Stakes, LLC; Uri
Halfon; Ora-Oli Halfon; and Joseph Fleishon.

     

    1.6.         The
“Premiere
Thoroughbreds
Plaintiffs” means Greg Minor; Stephanie Minor; and Premiere
Thoroughbreds, LLC.

     

    1.7.         The
“Stanwyck
Glen Plaintiffs”
means Stanwyck Glen Farms, LLC; Thomas E. Morello; and Denise G.
Morello.

     

    1.8.         The
“Settling MDL
Plaintiffs” means, collectively, the West Hills Plaintiffs, the
Raifman Plaintiffs, the
Goyak Plaintiffs, the
AA-J Breeding
Plaintiffs, the Premiere
Thoroughbreds Plaintiffs, and the Stanwyck Glen
Plaintiffs.

     

    1.9.        “Gastar Exploration” means
Gastar Exploration Ltd.

     

    1.10.      The
“Gastar Exploration
Defendants” means, collectively, Gastar Exploration; Gastar Exploration
USA, Inc.1; Gastar
Exploration Victoria, Inc.; Gastar Exploration Texas, Inc.; Gastar Exploration
Texas LLC; Gastar Exploration Texas, LP; Gastar Exploration New South Wales,
Inc.; and Gastar Power Pty Ltd.2

     

    
      
        

      

    

    1           Squaw
Creek, Inc., named as a defendant in the Trustee’s Complaint, was a Delaware
corporation and a subsidiary of First Sourcenergy Wyoming, Inc., the entity now
known as Gastar Exploration USA, Inc.  Squaw Creek, Inc., was
amalgamated into its parent effective January 1,
2006.    This Agreement is intended to encompass and settle
all claims that were asserted with respect to Squaw Creek, Inc., as though those
claims had been correctly denominated as claims against Gastar Exploration USA,
Inc.

    


    2           Gastar
Power Pty Ltd. (n/k/a Santos Wilga Park Pty Ltd.) is named in the Trustee’s
Complaint as “Gastar Exploration Power Pty, Ltd.”  This Agreement is
intended to encompass and settle both those claims denominated in the Complaint
as being asserted against “Gastar Exploration Power Pty, Ltd.” and all claims
that were or could have been asserted against the correctly-named entity, as
though those claims had been correctly denominated as claims against Gastar
Power Pty Ltd. (n/k/a Santos Wilga Park Pty Ltd.).


    
      
         


      

      
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    1.11.      The
“Released Parties”
means, collectively, the Gastar Exploration Defendants, including their
predecessors, successors, affiliates, members, and in their capacities as such,
their officers, directors, agents, employees, attorneys, and assigns, whether
present, former, or future, subject to the limitations in Section
3.3.

     

    1.12.      
The “Litigation” means,
collectively:

     

    (a)           James D. Lyon, Chapter 7 Trustee of
ClassicStar LLC v. Tony P. Ferguson, et al.; Cause No. 5:09-CV-215-JMH,
in the United States District Court for the Eastern District of
Kentucky;

     

    (b)           In re ClassicStar LLC,
Debtor; Case No. 07-51786-WSH, in the United States Bankruptcy Court for
the Eastern District of Kentucky (the “Bankruptcy
Case”);

     

    (c)           West Hills Farms, LLC, et al. v.
ClassicStar, LLC, et al.; Cause No. 5:06-CV-243-JMH, in the United States
District Court for the Eastern District of Kentucky;

     

    (d)           Gregory R. Raifman, et al. v.
ClassicStar, LLC, et al.; Cause No. 3:07-CV-2552-MJJ, in the United
States District Court for the Northern District of California; and Cause No.
5:07-CV-347-JMH, in the United States District Court for the Eastern District of
Kentucky;

     

    (e)           Premiere Thoroughbreds, LLC, et al.
v. ClassicStar, LLC, et al.; Cause No. 6:07-CV-00976-JA-UAM, in the
United States District Court for the Middle District of Florida; and Cause No.
5:07-CV-348-JMH, in the United States District Court for the Eastern District of
Kentucky;

     

    (f)           John Goyak, et al. v. ClassicStar
Racing Stable, LLC, et al.; Cause No. 1:07-cv-15260-TLL-CEB, in the
United States District Court for the Eastern District of Michigan; and Cause No.
5:08-CV-53-JMH, in the United States District Court for the Eastern District of
Kentucky;

     

    (g)           AA-J Breeding, LLC, et al. v.
GeoStar Corporation, et al.; Cause No. 1:07-cv-12849-TLL-CEB, in the
United States District Court for the Eastern District of Michigan; and Cause No.
5:08-CV-79-JMH, in the United States District Court for the Eastern District of
Kentucky; and


    
      
         


      

      
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    (h)           Stanwyck Glen Farms, LLC, et al. v.
Wilmington Trust of Pennsylvania, et al.; Cause No.
1:08-cv-05866-RMB-AMD, in the United States District Court for the District of
New Jersey; and Cause No. 09-CV-015-JMH, in the United States District
Court for the Eastern District of Kentucky.

     

    1.13.       The
“Claims” are and include
any and all claims, damages, demands, suits, arbitrations, obligations,
liabilities, costs, controversies, or causes of action of any character, whether
known or unknown, fixed or contingent, asserted or unasserted, actual or
potential, and whether arising at common law, equity, or pursuant to any
statute, rule or regulation (including U.S., Australian, or Canadian
federal, state, or provincial statutes, rules and regulations)
that:

     

    (a)           were
asserted or could have been asserted in the Litigation by or on behalf of any
MDL Plaintiff;

     

    (b)           were
asserted or could have been asserted in the Litigation by or on behalf of the
Trustee, the Debtor, the Estate, or creditors purporting to claim by, through,
or under the Debtor or the Estate; or

     

    (c)           arise
out of or are related to any facts or circumstances alleged as a basis for
relief by any plaintiff in any of the actions consolidated in MDL No. 1877,
In re ClassicStar Mare Lease
Litigation.

     

    Without
limitation to the foregoing, the Claims include each and every count and cause
of action asserted by the Settling MDL Plaintiffs, the Trustee, or any of them
in any of the matters comprising the Litigation.

     

    1.14.       The
term “Parties” shall
mean or refer to the Settling MDL Plaintiffs, the Trustee, and the Gastar
Exploration Defendants, or any of them, each one of which is a “Party.”

     

    1.15.       The
“Effective Date” is
November 1, 2010.

     

    1.16.       The
“Execution Date” means
the date on which this Agreement is fully executed by all plaintiffs in a given
matter.  For example, if the Agreement is executed over multiple dates
by the various West
Hills Plaintiffs, the Execution Date for all of the West Hills Plaintiffs is the
date of the last execution by a West Hills
Plaintiff.

     

    1.17.       The
“Release Date” for any
Plaintiff or the Trustee is the later of the Effective Date or that Party’s
Execution Date.

     

    1.18.       The
“Bankruptcy Court Approval Date” and the “Dismissal Date” have the meanings set
forth in Article III.


    
      
         


      

      
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    ARTICLE
II

    Recitals

     

    WHEREAS,
the Settling MDL Plaintiffs are individuals who participated in the Mare Lease
Program offered by ClassicStar, and allege that they were damaged as a result;
and,

     

    WHEREAS,
the Trustee represents the interests of the Estate of ClassicStar (the “Estate”), and in said role, is
empowered to pursue claims on behalf of the Estate for the benefit of the
creditors of the Estate, which creditors include, among others, certain of the
Settling MDL Plaintiffs as well as other participants in the ClassicStar Mare
Lease Program; and,

     

    WHEREAS,
the Settling MDL Plaintiffs and the Trustee allege, inter alia, that the
defendants in the Litigation encouraged certain participants in the Mare Lease
Program to enter into exchanges of mare lease interests or other interests in
exchange for stock in Gastar Exploration; that Gastar Exploration, through its
former officers, issued stock and made that stock available to facilitate these
exchanges, to conceal a shortage of mare lease interests, and to perpetuate a
fraud scheme; that the availability of this stock was a material factor in
influencing certain prospective participants to participate in the Mare Lease
Program; that the stock was an essential feature of the marketing of the Mare
Lease Program from its inception and through a time period material to their
claims; that the Mare Lease Program was marketed as a combination program to
acquire common stock in Gastar Exploration; and,

     

    WHEREAS,
the Settling MDL Plaintiffs and the Trustee further allege, inter alia, that Gastar
Exploration, through its former officers, entered into transactions whereby
funds diverted from ClassicStar by the defendants in the Litigation were
transferred to Gastar Exploration in return for stock, and that these
transactions were intended to enhance the value of Gastar Exploration stock,
enrich the recipients of the stock, provide stock to compensate persons involved
in the operation of the alleged scheme, and facilitate transactions with mare
lease participants who had been promised the opportunity to receive Gastar
Exploration stock; and,

     

    WHEREAS,
the Gastar Exploration Defendants deny each and every, all and singular, of the
allegations made by the Settling MDL Plaintiffs and the Trustee in the
Litigation, and would at trial demand strict proof thereof; and,

     

    WHEREAS,
the Gastar Exploration Defendants contend that the conduct alleged by the
Settling MDL Plaintiffs and the Trustee, if it occurred, was not for the benefit
of the Gastar Exploration Defendants as alleged, and did not benefit them; and
that therefore any recovery by the Settling MDL Plaintiffs, ClassicStar, and/or
the Trustee is barred by failure to state a claim, want of proof, and/or by
valid and subsisting defenses; and,

     

    WHEREAS,
the Parties, without admitting any liability and without conceding the validity
of any of the positions or arguments advanced by any other Party, desire to
completely and finally settle all disputes embodied in or related to the
Litigation, as well as all claims brought or that could have been brought in the
Litigation; and,


    
      
         


      

      
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    WHEREAS,
the Parties acknowledge that full, valid, and binding consideration exists for
the execution of this Agreement and that such consideration includes the mutual
promises contained herein;

     

    NOW,
THEREFORE, in consideration of the mutual terms, conditions, releases,
warranties, covenants, and agreements contained herein, the Parties enter into
this Agreement and agree as follows.

     

    ARTICLE
III

    Releases,
Payment, and Other Consideration

     

    3.1.         Releases by the Settling MDL Plaintiffs.  The Settling MDL
Plaintiffs, and each of them (on behalf of themselves, their predecessors,
successors, affiliates, members, and in their capacities as such, their
officers, directors, agents, employees, attorneys, and assigns) do hereby
release, acquit, and forever discharge the Released Parties, from (i) the
Claims, and (ii) any claim, damages, demand, suit, arbitration, obligation,
liability, costs, controversies, or cause of action of any character, whether
known or unknown, fixed or contingent, asserted or unasserted, actual or
potential, and whether arising at common law, equity, or pursuant to any
statute, rule or regulation (including U.S., Australian, or Canadian
federal, state, or provincial statutes, rules and regulations), that the
Settling MDL Plaintiffs have or had as of the Release Date or could have in the
future relating to any events that occurred prior to the Release Date, other
than obligations arising under this Agreement.  The Settling MDL
Plaintiffs hereby covenant not to sue the Released Parties, or any of them, on
the basis of the Claims or any other claim released
herein.  Notwithstanding anything to the contrary herein, the Settling
MDL Plaintiffs agree that this is a general release and is to be interpreted
liberally to effectuate the maximum protection for the Released Parties against
the assertion or prosecution of claims by, through, or on behalf of the Settling
MDL Plaintiffs, or any of them.

     

    3.2.         Release by the
Trustee.  The Trustee, for himself, for the Debtor, and for the
Estate, and each of their administrators, heirs and assigns, does hereby
release, acquit, and forever discharge the Released Parties, from (i) the
Claims, and (ii) any claim, damages, demand, suit, arbitration, obligation,
liability, costs, controversies, or cause of action of any character, whether
known or unknown, fixed or contingent, asserted or unasserted, actual or
potential, and whether arising at common law, equity, or pursuant to any
statute, rule or regulation (including U.S., Australian, or Canadian
federal, state, or provincial statutes, rules and regulations), that exists or
existed as of the Release Date or that could in the future exist relating to any
events that occurred prior to the Release Date, other than obligations arising
under this Agreement.  Without limiting the foregoing, this release
includes (i) all claims or causes of action that were or that could have been
asserted against the Released Parties by or on behalf of the Trustee in the
Litigation, (ii) all claims or causes of action that are made against the
Released Parties by or through the Debtor or the Estate; (iii) all claims or
causes of action against the Released Parties that could constitute the property
of the Debtor or the Estate under Section 541 of the Bankruptcy Code; (iv) all
claims or causes of action against the Released Parties that are derivative of
the rights of the Debtor or the Estate or that could have been asserted on the
Debtor’s or Estate’s behalf; (v) all claims or causes of action against the
Released Parties that relate to an alleged general injury to the Estate; and
(vi) all claims or causes of action against the Released Parties that are now,
or at any time since the commencement of the Bankruptcy could have been, within
the power of the Trustee to assert.  The Trustee hereby covenants not
to sue the Released Parties, or any of them, on the basis of any claim released
herein.  Notwithstanding anything to the contrary herein, the Trustee
agrees that this is a general release and is to be interpreted liberally to
effectuate the maximum protection for the Released Parties against the assertion
or prosecution of claims by, through, or on behalf of the Debtor or the
Estate.


    
      
         


      

      
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    3.3.         Releases do not extend to other
defendant parties in the MDL or certain other parties.  The
releases in Sections 3.1 and 3.2 are not intended to release and shall not be
construed as a release of any individual or entity who is, as of the Effective
Date, a named party defendant in the Litigation, other than the Gastar
Exploration Defendants, nor shall it extend to Private Consulting Group, Inc.,
Robert L. Keys, Joseph Ramos, or Private Capital Management, Inc. (collectively,
the “Excepted Parties”).

     

    (a)           For
the avoidance of doubt and without limiting the foregoing, the following persons
and entities are Excepted Parties and are not released by this
Agreement:  ClassicStar LLC, Tony P. Ferguson, S. David Plummer,
Spencer D. Plummer III, Shane D. Plummer, Jennifer Stahle, Boyce J. Sanderson,
Thomas E. Robinson, John W. Parrott, Frederick J. Lambert, ClassicStar Farms,
Inc., Tartan Business L.C., Dinosaur Enterprises, L.L.C., Cadillac Farms, Inc.,
ClassicStar Farms LLC, Geostar Corporation, First Source Texas, Inc., First
Source Bossier, L.L.C., First Texas Gas, LP, CBM Resources Pty, Ltd., Associated
Geophysical Services, Inc., Conquest Group Operating Company, West Virginia
Development, Inc., West Virginia Gas Corporation, Squaw Creek Development, Inc.,
Arkoma Basin Development, Inc., Royalty Acquisition Company, BNG Producing &
Drilling, Geostar Financial Corporation, Geostar Financial Services Corporation,
Geostar Leasing Corporation, Conquest Exploration, Inc., First Source Wyoming,
Inc., Strategic Opportunity Solutions, LLC d/b/a Buffalo Ranch, National Equine
Lending Co., L.C., New NEL, LLC, First Equine Energy Partners LLC, Geostar
Equine Energy, Inc., Private Consulting Group, Inc., Eastern Star Gas Limited,
Brookstone Development, Ltd., Debora D. Plummer, Viking Real Estate, L.C., Crown
Jewels Limited Partnership, Woodford Thoroughbreds LLC, ClassicStar 2004, LLC,
ClassicStar Thoroughbreds, LLC, ClassicStar 2005 Powerfoal Stables LLC,
ClassicStar Racing Stable, LLC, ClassicStar 2003 Racing Partnership, LLC, Thomas
Bissmeyer, Thomas Williams, Gary Thornhill, Robert Holt, Elizabeth Holt, David
Lieberman, Wilmington Trust of Pennsylvania, Wilmington Trust FSB, Wilmington
Trust Corporation, David S. Forman, Handler Thayer & Duggan, LLC; Thomas J.
Handler, J.D., P.C., Terry L. Green, Karren Hendrix Stagg Allen & Company,
P.C. f/k/a Karren Hendrix & Associates, P.C., Robert L. Keys, Joseph Ramos,
Private Capital Management, Inc.


    
      
         


      

      
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    (b)           Notwithstanding
the preservation of claims against the Excepted Parties, the releases granted to
the Released Parties include and release any claims that the Released Parties
are liable under any legal theory for or relating to the actions or debts of the
Excepted Parties.  This includes but is not limited to a release of
any claim or remedy that may be asserted against the Released Parties under the
theories of respondeat
superior, vicarious liability, joint liability, several liability, actual
agency, apparent agency, ratification, the borrowed servant doctrine, the
Racketeer Influenced and Corrupt Organizations Act (RICO), statutory conspiracy,
common law conspiracy, enterprise liability, alter ego, instrumentality,
indemnity, subrogation, aiding and abetting, control person liability, liability
as a transferee, or guaranty.

     

    (c)           Notwithstanding
the foregoing, and by way of clarification, the Settling MDL Plaintiffs and the
Trustee do not release any claim against the Excepted Parties, even if the
Excepted Parties have or contend they have, as a result of such claims, claims
for indemnity, contribution, subrogation, or other claims over against a
Released Party.  This Agreement is intended to release all claims by
the Settling MDL Plaintiffs and the Trustee against the Released Parties
(whether directly against them or indirectly against them), and to have no
effect on the Settling MDL Plaintiffs’ and Trustee’s claims against the Excepted
Parties.

     

    3.4.         Releases by the Gastar Exploration
Defendants.  The Gastar Exploration Defendants (on behalf of
themselves, their predecessors, successors, affiliates, members, and in their
capacities as such, their officers, directors, agents, employees, attorneys, and
assigns, whether present, former, or future) do hereby release, acquit, and
forever discharge the Settling MDL Plaintiffs, the Trustee, and the Debtor, and
each of them (together with their predecessors, successors, affiliates, members,
and in their capacities as such, their officers, directors, agents, employees,
attorneys, and assigns) from any claim, damages, demand, suit, arbitration,
obligation, liability, costs, controversies, or cause of action of any
character, whether known or unknown, fixed or contingent, asserted or
unasserted, actual or potential, and whether arising at common law, equity, or
pursuant to any statute, rule or regulation (including U.S., Australian, or
Canadian federal, state, or provincial statutes, rules and regulations), that
the Gastar Exploration Defendants have or had as of the Release Date or could
have in the future relating to any events that occurred prior to the Release
Date, other than obligations arising under this Agreement.  The Gastar
Exploration Defendants hereby covenant not to sue the entities and individuals
released in this section 3.4, or any of them, on the basis of any claim released
herein.  Notwithstanding anything to the contrary herein, the Gastar
Exploration Defendants agree that this is a general release and is to be
interpreted liberally to effectuate the maximum protection against the assertion
or prosecution of claims by, through, or on behalf of the Gastar Exploration
Defendants.

     

    3.5.         Submission for approval by the
Bankruptcy Court.  No later than the fifth business day after
the last Execution Date, the Trustee shall file an application pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure seeking approval of this
Agreement and entry of an order of approval in substantially the form attached
as Exhibit A.  The date on which the approval order, having been
signed by the Court, is entered on the docket of record and distributed through
the Court’s ECF system shall be the “Bankruptcy Court Approval
Date.”


    
      
         


      

      
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    3.6.         Stipulation of dismissal with
prejudice.  At any time after performance of the payment
obligation set forth in Section 3.7, Gastar Exploration may file an agreed
motion to dismiss the Settling MDL Plaintiffs’ and the Trustee’s claims against
the Gastar Exploration Defendants with prejudice and entry of an order of
dismissal in substantially the form attached as Exhibit B.  The date
on which the order, having been signed by the Court, is entered on the docket of
record and distributed through the Court’s ECF system shall be the “Dismissal Date.”

     

    3.7.         Initial Payment.  No later
than the Initial Payment Deadline Date, Gastar Exploration shall make a one-time
payment of EIGHTEEN MILLION AND NO/100THS DOLLARS ($18,000,000.00), such payment
to be delivered to the recipients designated in Exhibit C and divided amongst
them according to the amounts set forth in Exhibit C.

     

    3.8.         Initial Payment Deadline
Date.  The “Initial Payment Deadline Date” shall be the later
of:  (i) the thirtieth calendar day after the Effective Date, or (ii)
the tenth business day after the Bankruptcy Court Approval Date.

     

    3.9.         Periodic
Payments.  On the first of the sixteen Periodic Payment
Deadline Dates, Gastar Exploration shall make a one-time payment of ONE-HUNDRED
FIFTY THOUSAND AND NO/100THS DOLLARS ($150,000.00), such payment to be delivered
to the recipients designated in Exhibit C and divided amongst them in separate
wires or payments according to the amounts set forth in Exhibit C.  On
each of the following fifteen Periodic Payment Deadline Dates, Gastar
Exploration shall pay TWO-HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00),
such payment to be delivered to the recipients designated in Exhibit C and
divided amongst them in separate wires or payments according to the amounts set
forth in Exhibit C.  The total of these periodic payments shall be
THREE-MILLION ONE-HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS
($3,150,000.00).

     

    3.10.       Periodic Payment Deadline
Dates.  The first Periodic Payment Deadline Date shall be the
twenty-eighth day of the first month following the Initial Payment Deadline Date
(i.e., if the Initial
Payment Deadline Date is in November 2010, the first Periodic Payment Deadline
Date shall be December 28, 2010).  Thereafter, the twenty-eighth day
of each of the following fifteen months shall also be a Periodic Payment
Deadline Date, for a total of sixteen Periodic Payments.  In a month
where a Periodic Payment Deadline Date falls on a Saturday, Sunday, or holiday
generally observed by major U.S. banks, the Periodic Payment shall be due on the
next day on which major U.S. banks are generally open for business.

     

    3.11.       Notice of payment
defaults.  In the event that Gastar Exploration fails to timely
make a payment required by Section 3.9, the party or parties who did not receive
said payment shall give notice of such payment default to Gastar Exploration in
the manner set forth herein for notices.  Gastar Exploration may cure
any payment default by making such scheduled payment no later than the tenth
calendar day after receipt of notice of the default, or if that day is a
Saturday, Sunday, or holiday generally observed by major U.S. banks, the next
day on which major U.S. banks are generally open for business.


    
      
         


      

      
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    3.12.       Stipulated
judgment.  Attached as Exhibits D-1 through D-6 to this
Agreement are Stipulated Judgments that are subject to the following
terms.

     

    (a)           The
Settling MDL Plaintiffs and the Trustee may hold the Stipulated Judgments
applicable to their matters but will not file or submit any Stipulated Judgment
with any court, or take any action to enforce any Stipulated Judgment (including
but not limited to filing or abstracting it, issuing any writ of execution or
enforcement, filing any financing statement, filing any report with any credit
bureau, or submitting or disclosing it to any reporting service or publication),
unless and until Gastar Exploration fails to timely cure a payment default after
receipt of the notice required by Section 3.11.  If such a default
occurs and remains uncured after the period for cure elapses, the party to whom
a payment was owed but not received, and only such a party, may present the
Stipulated Judgment applicable to its matter to the United States District Court
for the Eastern District of Kentucky, Lexington Division for execution and
entry.  The parties consent to that Court retaining jurisdiction over
this Agreement for that sole and limited purpose.

     

    (b)           The
total liability under each Stipulated Judgment shall be reduced by each Periodic
Payment and/or by any other form of payment or credit toward the amount of that
Stipulated Judgment.  Any party presenting a Stipulated Judgment for
execution and entry agrees not to take a judgment in excess of the unpaid
balance of the Periodic Payments owed to that party and further agrees not to
attempt to enforce the Stipulated Judgment in excess of amounts that remain due
and unpaid at the time of enforcement.

     

    (c)           Upon
payment in full of the amounts provided in Exhibit C as to that Party, each of
the Settling MDL Plaintiffs and the Trustee (or their counsel) shall mark a copy
of the Stipulated Judgment applicable to its matter as “Cancelled, Null, and
Void”; sign the Stipulated Judgment next to those notations; and return the
marked and signed Stipulated Judgment to Gastar Exploration.

     

    3.13.       Permissible changes to payee designations.  An MDL Plaintiff
or the Trustee may change the payee account designations or payee addresses set
forth on Exhibit C by providing notice to Gastar Exploration.  Such
change shall be effective only for payments due more than fifteen business days
after receipt of the notice.  If Gastar Exploration fails to make a
Periodic Payment in accordance with the most current properly noticed payment
instructions, but do make the payment timely and according to any previous
payment instructions (whether on Exhibit C or any subsequent noticed change),
the failure shall not constitute a payment default entitling any party to
exercise the Stipulated Judgment remedy in Section 3.12.

     

    3.14.       Other terms applicable to Initial
Payment and Periodic Payments.  The Parties understand,
acknowledge, and agree that:


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (a)           The
payment obligations described in this Agreement are general unsecured payment
obligations of Gastar Exploration, and in the event of bankruptcy or
receivership are subordinate to (i) obligations owed by Gastar Exploration and
its affiliates under its Amended and Restated Credit Agreement (dated Oct. 28,
2009, as amended through June 24, 2010), or (ii) any other obligation owed by
Gastar Exploration and its affiliates that is subject to a security interest
extant and perfected prior to the perfection of any security interest arising
out of the Stipulated Judgment provided for in Section 3.12.

     

    (b)           The
payment obligations described herein are exclusive and are not subject to any
additional payment amounts, such as payment of interest or alleged costs, other
than interest that may accrue at the applicable legal rate on a Stipulated
Judgment after entry of same.

     

    (c)           The
payment obligations described herein are not transferable or assignable without
the written consent of Gastar Exploration.

     

    (d)           The
allocation of payments between or among any of the Settling MDL Plaintiffs
and/or the Trustee set forth on Exhibit C may not be altered without the written
consent of Gastar Exploration.

     

    (e)           Once
a payment is made to a payee designated on Exhibit C, the Released Parties have
no further liability or obligation with respect to that payment, and cannot be
made a party to any dispute or claim by a particular plaintiff as to that
plaintiff’s entitlement to a share of the payment made.

     

    (f)           The
payees designated on Exhibit C will submit a completed and signed Form W-9 to
Gastar Exploration at least five calendar days prior to the Initial Payment
Deadline Date.

     

    3.15.       Indemnification.

     

    (a)           THE
WEST HILLS PLAINTIFFS
AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AS TO ANY DISPUTES OR
LITIGATION BETWEEN OR AMONG ANY OF THE WEST HILLS PLAINTIFFS WITH
RESPECT TO THE DIVISION, DISTRIBUTION, OR ALLOCATION OF THE SETTLEMENT PROCEEDS
AS BETWEEN OR AMONG THEM, OR AS BETWEEN OR AMONG THOSE PARTIES AND THEIR
COUNSEL. 

     

    (b)           THE
RAIFMAN PLAINTIFFS
AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AS TO ANY DISPUTES OR
LITIGATION BETWEEN OR AMONG ANY OF THE RAIFMAN PLAINTIFFS WITH
RESPECT TO THE DIVISION, DISTRIBUTION, OR ALLOCATION OF THE SETTLEMENT PROCEEDS
AS BETWEEN OR AMONG THEM, OR AS BETWEEN OR AMONG THOSE PARTIES AND THEIR
COUNSEL.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (c)           THE
GOYAK PLAINTIFFS AGREE
TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AS TO ANY DISPUTES OR
LITIGATION BETWEEN OR AMONG ANY OF THE GOYAK PLAINTIFFS WITH RESPECT
TO THE DIVISION, DISTRIBUTION, OR ALLOCATION OF THE SETTLEMENT PROCEEDS AS
BETWEEN OR AMONG THEM, OR AS BETWEEN OR AMONG THOSE PARTIES AND THEIR
COUNSEL.

     

    (d)           THE
AA-J BREEDING
PLAINTIFFS AND THE PREMIERE
THOROUGHBREDS
PLAINTIFFS AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AS TO ANY
DISPUTES OR LITIGATION BETWEEN OR AMONG ANY OF THE AA-J BREEDING PLAINTIFFS AND
THE PREMIERE
THOROUGHBREDS
PLAINTIFFS WITH RESPECT TO THE DIVISION, DISTRIBUTION, OR ALLOCATION OF THE
SETTLEMENT PROCEEDS AS BETWEEN OR AMONG THEM, OR AS BETWEEN OR AMONG THOSE
PARTIES AND THEIR COUNSEL.

     

    (e)           THE
STANWYCK GLEN
PLAINTIFFS AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AS TO ANY
DISPUTES OR LITIGATION BETWEEN OR AMONG ANY OF THE STANWYCK GLEN PLAINTIFFS WITH
RESPECT TO THE DIVISION, DISTRIBUTION, OR ALLOCATION OF THE SETTLEMENT PROCEEDS
AS BETWEEN OR AMONG THEM, OR AS BETWEEN OR AMONG THOSE PARTIES AND THEIR
COUNSEL.

     

    (f)           EACH
OF THE SETTLING MDL PLAINTIFFS FURTHER AGREE TO INDEMNIFY AND HOLD HARMLESS THE
RELEASED PARTIES AGAINST ANY CLAIM THAT WAS RELEASED HEREIN, BUT IS ASSERTED
AGAINST A RELEASED PARTY BY A PERSON CLAIMING OR PURPORTING TO CLAIM BY OR
THROUGH THAT MDL PLAINTIFF.

     

    (i)           For
purposes of clarification and illustration only, claims by or through a Settling
MDL Plaintiff include claims alleged by parties that purport to have authority
over what claims can be asserted and/or released by the Settling MDL Plaintiff
against the Released Parties, or that purport to own (by assignment or transfer)
any claim released herein.  Claims by or through a Settling MDL
Plaintiff do not include claims that merely parrot claims asserted by a Settling
MDL Plaintiff, or for purposes of statutes of limitations purport to tack on to
claims asserted by a Settling MDL Plaintiff.

     

    (ii)          For
purposes of further clarification and illustration only, if a claim within the
scope of this Section 3.15(f) (an “Indemnified Claim”) is brought by an Excepted
Party for the benefit of the Settling MDL Plaintiff (or a class of entities in
which the Settling MDL Plaintiff is a member), and such Indemnified Claim is
brought other than by voluntary assignment or transfer of the Indemnified Claim
from the Settling MDL Plaintiff, the indemnification provided by this Section
3.15(f) is intended to be limited to the benefit received by the Settling MDL
Plaintiff pursuant to the Indemnified Claim.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (iii)         WITHOUT
LIMITATION TO THE FOREGOING, WEST HILLS FARMS LLC AND WALTER E. REMMERS FURTHER
AGREE TO INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AGAINST ANY CLAIM
RELEASED HEREIN THAT MAY BE ASSERTED BY DEBRA REMMERS.

     

    (g)           THE
TRUSTEE, ON BEHALF OF THE ESTATE (AND NOT IN HIS INDIVIDUAL CAPACITY), AGREES
THAT THE ESTATE WILL INDEMNIFY AND HOLD HARMLESS THE RELEASED PARTIES AGAINST
ANY CLAIM THAT WAS RELEASED HEREIN, BUT IS ASSERTED AGAINST A RELEASED PARTY BY
A PERSON CLAIMING OR PURPORTING TO CLAIM BY OR THROUGH THE TRUSTEE OR THE
ESTATE.

     

    3.16.       Approval as a condition subsequent for effectiveness.  The
Parties agree to use their reasonable best efforts to obtain the Bankruptcy
Court’s approval for the Agreement.  The Parties agree that if the
Bankruptcy Court does not approve the Agreement within ninety days of the
Effective Date, the Agreement shall be null and void as to all Parties, and all
obligations and releases described herein shall be ineffective and
unenforceable.  The Parties may extend the ninety-day approval period
described in this paragraph by written agreement.

     

    3.17.       Proofs of Claim
Adjustment.  The Raifman Plaintiffs, the Goyak Plaintiffs, the Stanwyck Glen Plaintiffs, the
AA-J Breeding
Plaintiffs, and the Premiere
Thoroughbreds Plaintiffs agree to reduce the dollar amounts of any proofs
of claim they have filed in the Bankruptcy Case dollar-for-dollar by the amount
they receive from Gastar Exploration under this Agreement.  The AA-J Breeding Plaintiffs
further agree also to reduce the dollar amount of their proof of claims filed in
the Bankruptcy Case by the amounts the Trustee seeks to recover from Derby
Stakes, LLC in adversary proceeding number 09-5224, and from Su-Sim, LLC in
adversary proceeding number 09-5203 in exchange for dismissals of those
adversary proceedings.  The obligations in this Section 3.17 are owed
exclusively between and among the Raifman Plaintiffs, the Goyak Plaintiffs, the Stanwyck Glen Plaintiffs, the
AA-J Breeding
Plaintiffs, the Premiere
Thoroughbreds Plaintiffs, and the Trustee, and any dispute concerning
such obligations shall be addressed exclusively to the Bankruptcy Court and
within the Bankruptcy Case.  No other Party to this Agreement is a
necessary or proper party to the resolution of any such dispute.

     

    ARTICLE
IV

    Additional
Terms and Conditions

     

    4.1.         Authority.  Each
person signing this Agreement hereby covenants, represents, and warrants to each
Party that he or she has the full power and authority to enter into this
Agreement and bind the applicable Party to all of the terms hereof, subject to
the terms of Section 3.16 above.  Each Party covenants, represents,
and warrants that the undersigned representatives are respectively authorized to
bind the Parties on whose behalf they execute this Agreement.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    4.2.         Ownership of
claims.  Each MDL
Plaintiff represents and
warrants that he, she, or
it presently owns, free and
clear of any and all liens, encumbrances, rights of control, pledges, or other
burdens, one-hundred percent (100%) of the alleged damages and claims it
releases by this Agreement,
other than interests held by its attorneys.  The Trustee represents and warrants that
he, on behalf of the
Debtor’s Estate, presently
owns, free and clear of any and all liens, encumbrances, rights of control,
pledges, or other burdens, one-hundred percent (100%) of the alleged damages and claims
he releases by this
Agreement, other than
interests held by the Estate’s attorneys.  Each Party further represents and
warrants that, other than such an attorney, no other person or entity owns any
interest in the alleged
damages and claims released, whether by assignment, subrogation, constructive trust, or otherwise.

     

    4.3.         Adequacy of
consideration.  The Parties acknowledge and
agree that full, valid, and binding consideration exists for the execution of
this Agreement and the releases of the Released Parties provided herein, and
that such consideration includes the mutual promises contained
herein.

     

    4.4.         No admission of
liability.  Entry into this Agreement
shall not be construed as an admission of liability or an admission of the
validity of any claim, assertion, counterclaim, or defense on the part of any
Party hereto in any respect.  Each Party expressly acknowledges that
the consideration exchanged herein is exchanged in full accord and satisfaction
of all claims arising out of the Litigation.  Each Party also
expressly acknowledges that each other Party denies any liability for the claims
and defenses asserted in the Litigation, and that each Party is settling this
case to avoid the expense, lost time, and risk associated with continuing
Litigation.

     

    4.5.         Agreement
inadmissible.  This Agreement shall not be
admissible in any action, suit, or proceeding whatsoever, as evidence or as an
admission of any claim or liability, provided that that any Party hereto may use all or
part of this Agreement to the extent necessary to enforce any right or
obligation conferred upon such Party by this Agreement.

     

    4.6.         Successors and
assigns.  Except as set out more
specifically herein, this Agreement shall be binding upon and inure to the
benefit of each Party’s heirs, devisees, agents, representatives, successors and
assigns, trustees, attorneys, members, legal representatives, controlled or
controlling persons, and/or any corporation, partnership, or other entity into
or with which such Party has merged, consolidated, or reorganized, or to which
it has transferred all or substantially all of its assets.

     

    4.7.         Further
assurances.  The
Parties agree to cooperate and use reasonable efforts to give effect to the
terms and intent of the Agreement, including (without limitation) by executing
such additional and further documents as may be necessary to effect the complete
dismissal of all matters settled in this Agreement by all courts hearing those
disputes.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    4.8.         Entire agreement and
merger.  The Parties agree that this
Agreement and the documents executed pursuant to it constitute the full, final,
and complete settlement of the Litigation and other matters addressed herein,
and supersedes all other written or oral exchanges, arrangements, or
negotiations between them concerning the subject matter of the Litigation or
this Agreement.  The Parties further agree that there are no
representations, agreements, arrangements, or understandings, oral or written,
concerning the subject matter of this Agreement that are not fully expressed,
merged into, and incorporated herein.  The execution of this Agreement
satisfies and terminates any obligations under the Letter of Intent dated
October 26, 2010, regardless of whether this Agreement may later be voided by
the failure to obtain Bankruptcy Court approval.

     

    4.9.         Reliance.  The Parties acknowledge that
they are not relying upon any statement or representation of any other Party or
its agent or representatives, except as expressly set forth herein, but are
instead relying solely on their own judgment and investigation of the matters at
issue.  Each Party is represented by counsel and has had an
opportunity to obtain all advice necessary to understand and evaluate the
consequences of entering into this Agreement.  The Parties acknowledge
that they rely on their own investigation of the facts in entering into this
Agreement, and the releases described herein are effective notwithstanding any
subsequent discovery of facts in addition to, or different from, those which the
Party knew or believed to be true as of the Release Date.  The Parties
are expressly deemed to
have waived any and all rights that they may have under any statute or common
law principle which would limit the effect of the foregoing release, waiver and
discharge to those claims actually known or suspected to exist on the Release Date.

     

    4.10.       Participation of
counsel.  The Parties acknowledge that
they have had an opportunity to fully develop and discover any and all of their
actual and potential claims that are settled by this Agreement.  The
Parties further acknowledge that they have received advice of counsel in the
negotiation, preparation, drafting, and execution of this Agreement, which was
prepared by the combined efforts of all Parties pursuant to arm’s-length
negotiations.  The rule of “construction against the drafter” shall
not be employed in the interpretation of this Agreement.

     

    4.11.       No advice regarding tax
liability.  Each Party understands and
agrees that he, she, or it is solely and completely responsible for any tax
liability the Party may incur resulting from this Agreement; that it is not
relying on any statements, representations or admissions on the part of any
other Party concerning any tax consequences or tax issues; and that it is each
Party’s responsibility to seek competent tax advice concerning this matter as
needed.

     

    4.12.       Amendments and
modifications.  This Agreement may not be
modified, altered, or changed except upon express written and signed consent of
all Parties in a document that makes specific reference to this Agreement, and,
to the extent necessary, approval of the Bankruptcy Court for the modification,
alteration, or change.  The Parties further covenant and agree that,
in any dispute concerning this Agreement, they will not assert an amendment or
modification except one made in accordance with this
section.

     

    4.13.       Construction and
severability.  This Agreement shall be
construed, in any case where doubt may arise, in such a manner as to be deemed
lawful and fully enforceable.  The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its fair
meaning.  In the event any part of this Agreement is found to be void,
voidable, or unenforceable, then it is the intention of the Parties that such
part be severed and the other provisions shall remain fully valid and
enforceable.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    4.14.       Notices.  All notices or other
communications required or permitted to be given under this Agreement shall be
sufficiently given for all purposes hereunder if in writing and personally
delivered, delivered by recognized courier service (such as Federal Express) or
certified United States mail, return receipt requested, or sent by facsimile
communication to the appropriate address or number as set forth
below.  In addition, notice by electronic mail is effective, but only
if the electronic mail is acknowledged by return electronic mail or otherwise by
the person to be notified.  Notices and other communications shall be
effective upon receipt by the person to be notified.

     

    If to the
Trustee:

    


    Earl M.
Forte, Esquire

    Blank
Rome LLP

    One Logan
Square

    130 N.
18th Street

    Philadelphia,
PA  19103

    Fax:  (215)
569-5555

    Email:  forte@blankrome.com

     

    If to the West
Hills
Plaintiffs:

    


    Barry D.
Hunter, Esquire

    Frost
Brown Todd, LLC

    250 West
Main Street

    Suite
2800

    Lexington,
KY  40507-1749

    Fax:  (859)
231-0011

    Email:  bhunter@fbtlaw.com

     

    If to the Raifman
Plaintiffs:

    


    Richard
J. Idell, Esquire

    Idell
& Seitel, LLP

    Merchants
Exchange Building

    465
California Street, Suite 300

    San
Francisco, CA  94104

    Fax:  (415)
392-9259

    Email:  Richard.idell@idellseitel.com

     

    If to the Goyak
Plaintiffs:

    


    Richard
A. Schonfeld, Esquire

    Chesnoff
& Schonfeld

    520 S.
Fourth Street


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    


    Las
Vegas, NV  89101-6593

    Fax:  (702)
598-1425

    Email:  rschonfeld@cslawoffice.net

     

    If to the AA-J
Breeding
Plaintiffs:

    


    Jayson E.
Blake, Esquire

    The
Miller Law Firm

    950 W.
University Drive

    Suite
300

    Rochester,
MI  48307

    Fax:  (248)
652-2852

    Email:  jeb@millerlawpc.com

     

    If to the Premiere
Thoroughbreds
Plaintiffs:

    


    Jayson E.
Blake, Esquire

    The
Miller Law Firm

    950 W.
University Drive

    Suite
300

    Rochester,
MI  48307

    Fax:  (248)
652-2852

    Email:  jeb@millerlawpc.com

     

    If to the Stanwyck
Glen
Plaintiffs:

    


    Joseph M.
Garemore, Esquire

    Stephen
J. DeFeo, Esquire

    Brown
& Connery LLP

    360
Haddon Avenue

    Westmont,
NJ  08108

    Fax:  (856)
858-4967

    Email:  jgaremore@brownconnery.com

    Email:  sdefeo@brownconnery.com


    If to any of the Gastar
Exploration Defendants:

    


    J.
Russell Porter

    Gastar
Exploration Ltd.

    1331
Lamar, Suite 1080

    Houston,
Texas 77010

    Fax:
(713) 739-0458

    


    with
a copy to:

    James D.
Thompson, III

    Vinson
& Elkins, L.L.P.

    1001
Fannin, Suite 2500

    Houston,
Texas 77002-6760

    Fax:
(713) 758-2346

    

      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

    

    4.15.       Publicity and
agreement not to
defame.

     

    (a)          Each Party agrees that that it shall not
directly or indirectly defame or make false statements concerning any other
Party to this Agreement, or their services, businesses, or
personnel.

     

    (b)          Each Party acknowledges and agrees that
the Parties have decided to enter into this Agreement to avoid the expense and
uncertainty of further litigation.  Each Party acknowledges and agrees
that this Agreement is not intended to be and should not be construed as an
admission of liability or non-liability as to any Party, or an admission of the
validity or invalidity of any claim.  Each Party agrees not to
represent the contrary, publicly or privately, to any person or
entity.

     

    (c)          Notwithstanding anything to the contrary
herein, a Party shall be deemed to be in compliance with its obligations of
non-defamation and confidentiality under this Agreement if, in response to a
bona fide solicitation for comment concerning the Litigation made by a member of
the press or by a financial analyst providing coverage of relevant securities,
the Party discloses only that the Litigation between the Settling MDL Plaintiffs
and the Trustee and the Gastar Exploration Defendants have been resolved through
a settlement to the mutual satisfaction of the Parties.

     

    (d)          Notwithstanding the foregoing, any Party
to this Agreement may, without violating the terms of this Agreement,
communicate on a confidential basis about this Agreement with its own lawyer or
accountant, or make whatever truthful disclosure necessary to comply
with:

     

    (i)           any requirement of U.S. or Canadian
securities law;

     

    (ii)          any requirement of a regulatory agency
or taxing authority having jurisdiction over the Party;

     

    (iii)         any requirement of any exchange on which
securities issued by the Party are traded; or,

     

    (iv)         a valid subpoena issued by a Court of
competent jurisdiction.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    4.16.       Return or disposal of
confidential information produced in the
Litigation.  Certain discovery materials produced in
the Litigation are subject to protective orders pursuant to which the recipient
party must destroy or return designated materials.  As to any such
materials received by a Party to this Agreement from another Party to this
Agreement, the recipient parties agree to exercise the option to return at least
one copy of the materials to the producing parties rather than exercising the
option to destroy all copies of the covered materials.  If one or more
of the Parties is requested by Government authorities to retain or preserve such materials that would
otherwise be subject to return or destruction, the Parties agree to reasonably
cooperate in the fulfillment of such requests, provided that each Party retains the right to seek
protection from a court of competent jurisdiction as to any such
request.  This provision is intended neither to accelerate the
obligation set forth in any applicable protective order to return or destroy
materials nor to broaden the obligation to materials not otherwise covered by a
protective order.  The Parties, through their litigation counsel, may
by mutual agreement vary the procedure provided herein for the return or
disposal of discovery materials.

     

    4.17.       Costs.  The Parties agree that none of them is entitled to recover any additional sum
as attorney’s fees or costs.  Except as set forth herein, each Party
shall bear its own expenses, costs, and attorneys’ fees incurred in connection
with, relating to, or arising out of the Litigation or the
Agreement.

     

    4.18.       Governing
law.  This Agreement shall be
governed by, enforced, and construed in accordance with Texas law, without
regard to the application of Texas’ conflict of laws principles.  With
respect to the obligations and rights of the Trustee, Texas law so governs
except to the extent overridden by applicable provisions of the Bankruptcy
Code.

     

    4.19.       Disputes.  If a dispute arises under this
Agreement prior to the termination of the Bankruptcy Case, and the Trustee is a
necessary party to said dispute, the forum for the dispute shall be brought in
the United States Bankruptcy Court for the Eastern District of Kentucky,
Lexington Division.  Any dispute arising under this Agreement to which
the Trustee is not a necessary party, or any dispute arising subsequent to the
termination of the Bankruptcy Case, shall be brought (i) in any federal or state
district court situated in Harris County, Texas, if the action is brought
against a Gastar Exploration Defendant, or (ii) in any federal or state district
court situated in Lexington, Kentucky, if the action is brought against a
Settling MDL Plaintiff.  Notwithstanding the above, entry and
enforcement of any Stipulated Judgments, if permissible under this Agreement,
shall be permitted in the United States District Court for the Eastern District
of Kentucky, Lexington Division, as set forth in Section 3.12.  In any
dispute arising under, relating to, or governed by this Agreement, (i) the
Parties hereby knowingly, voluntarily, and intentionally waive trial by jury;
and (ii) the prevailing Party or Parties shall be
entitled to recover from the other Party or Parties their reasonable costs,
including reasonable attorneys’ fees, incurred in resolving the dispute,
notwithstanding the terms of Section 4.17 above.

     

    4.20.       Counterparts.  This Agreement may be
executed in one or more counterparts, all of which together shall be one
instrument, and all of which shall be considered duplicate
originals.

     

    IN
WITNESS WHEREOF, the Parties, through their duly authorized representatives,
execute and acknowledge this Agreement as shown below:



    
      
         


      

      
        19

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        JAMES
      D. LYON, CHAPTER 7

                                                        TRUSTEE
      OF CLASSICSTAR LLC

                                                      	 	
                                                        WEST
      HILLS FARMS, LLC

                                                      
	 
      	 	 
      
	
                                                        Signed:

                                                      	 
      	 	
                                                        Signed:

                                                      	 
      
	 
      	 	 
      
	
                                                        Date:

                                                      	 
      	 	
                                                        By
      (name):

                                                      	 
      
	 
      	 	 
      
	 
      	 	
                                                        Title:

                                                      	 
      
	 
      	 	 
      
	 
      	 	
                                                        Date:

                                                      	 
      
	 
      	 	 
      
	
                                                        WALTER
      E. REMMERS

                                                      	 	 
      
	 
      	 	 
      
	
                                                        Signed:

                                                      	 
      	 	 
      
	 
      	 	 
      
	
                                                        Date:

                                                      	 
      	 	 
      
	 
      	 	 
      
	
                                                        ARBOR
      FARMS, LLC

                                                      	 	
                                                        DENNIS
      E. SACKHOFF

                                                      
	 
      	 	 
      
	
                                                        Signed:

                                                      	 
      	 	
                                                        Signed:

                                                      	 
      
	 
      	 	 
      
	
                                                        By
      (name):

                                                      	 
      	 	
                                                        Date:

                                                      	 
      
	 
      	 	 
      
	
                                                        Title:

                                                      	 
      	 	 
      
	 
      	 	 
      
	
                                                        Date:

                                                      	 
      	 	 
      
	 
      	 	 
      
	
                                                        MARY
      H. SACKHOFF

                                                      	 	
                                                        NELSON
      BREEDERS, LLC

                                                      
	 
      	 	 
      
	
                                                        Signed:

                                                      	 
      	 	
                                                        Signed:

                                                      	 
      
	 
      	 	 
      
	
                                                        Date:

                                                      	 
      	 	
                                                        By
      (name):

                                                      	 
      
	 
      	 	 
      
	 
      	 	
                                                        Title:

                                                      	 
      
	 
      	 	 
      
	 
      	 	
                                                        Date:

                                                      	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      BRYAN
      W. NELSON

                                                                    	 	
                                                                      MACDONALD
      STABLES, LLC

                                                                    
	 
      	 	 
      
	
                                                                      Signed:

                                                                    	 
      	 	
                                                                      Signed:

                                                                    	 
      
	 
      	 	 
      
	
                                                                      Date:

                                                                    	 
      	 	
                                                                      By
      (name):

                                                                    	 
      
	 
      	 	 
      
	 
      	 	
                                                                      Title:                      

                                                                    	 
      
	 
      	 	 
      
	 
      	 	
                                                                      Date:

                                                                    	 
      
	 
      	 	 
      
	
                                                                      LYNN
      T. MACDONALD

                                                                    	 	
                                                                      LINDALEE
      MACDONALD

                                                                    
	 
      	 	 
      
	
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                                                                      JASWINDER
      GROVER

                                                                    	 	
                                                                      MONICA
      GROVER

                                                                    
	 
      	 	 
      
	
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                                                                      GREGORY
      R. RAIFMAN, INDIVIDUALLY AND IN HIS CAPACITY AS TRUSTEE OF THE RAIFMAN
      FAMILY REVOCABLE TRUST DATED 7/2/03

                                                                    	 	
                                                                      SUSAN
      RAIFMAN, INDIVIDUALLY AND IN HER CAPACITY AS TRUSTEE OF THE RAIFMAN FAMILY
      REVOCABLE TRUST DATED 7/2/03

                                                                    
	 
      	 	 
      
	
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                                                                                                GEKKO
      HOLDINGS, LLC

                                                                                              	 	
                                                                                                JOHN
      GOYAK

                                                                                              
	 
      	 	 
      
	
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                                                                                                DANA
      GOYAK

                                                                                              	 	
                                                                                                JOHN
      GOYAK & ASSOCIATES, INC.

                                                                                              
	 
      	 	 
      
	
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                                                                                                JUPITER
      RANCHES, LLC

                                                                                              	 	

                                                                                                AA-J
      BREEDING, LLC

                                                                                              
	 
      	 	 
      
	
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                                                                                                DERBY
      STAKES, LLC

                                                                                              	 	
                                                                                                JOSEPH
      FLEISHON

                                                                                              
	 
      	 	 
      
	
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                                                                          SU-SIM,
      LLC

                                                                        	 	
                                                                          URI
      HALFON

                                                                        
	 
      	 	 
      
	
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                                                                          ORA-OLI
      HALFON

                                                                        	 	
                                                                          STANWYCK
      GLEN FARMS, LLC

                                                                        
	 
      	 	 
      
	
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                                                                          THOMAS
      E. MORELLO

                                                                        	 	
                                                                          DENISE
      G. MORELLO

                                                                        
	 
      	 	 
      
	
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                                                                          GREG
      MINOR

                                                                        	 	
                                                                          STEPHANIE
      MINOR

                                                                        
	 
      	 	 
      
	
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                                                                    PREMIERE
      THOROUGHBREDS, LLC

                                                                  	 	 
      
	 
      	 	 
      
	
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                                                                    GASTAR
      EXPLORATION LTD.

                                                                  	 	
                                                                    GASTAR
      EXPLORATION USA, INC.

                                                                  
	 
      	 	 
      
	
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                                                                    GASTAR
      EXPLORATION VICTORIA, INC.

                                                                  	 	
                                                                    GASTAR
      EXPLORATION TEXAS, INC.

                                                                  
	 
      	 	 
      
	
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                                                          GASTAR
      EXPLORATION TEXAS LLC

                                                        	 	
                                                          GASTAR
      EXPLORATION TEXAS, LP

                                                        
	 
      	 	 
      
	
                                                          Signed:

                                                        	 
      	 	
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                                                          By
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                                                          GASTAR
      EXPLORATION NEW SOUTH WALES, INC.

                                                        	 	
                                                          GASTAR POWER PTY
      LTD.  (n/k/a SANTOS WILGA PARK PTY
  LTD.)

                                                        
	 
      	 	 
      
	
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    ACKNOWLEDGED
AND AGREED AS TO FORM ONLY:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    COUNSEL
      FOR THE CHAPTER 7 TRUSTEE OF CLASSICSTAR LLC

                                  	 	
                                    COUNSEL
      FOR THE WEST HILLS PLAINTIFFS

                                  
	 
      	 	 
      
	 
      	 	 
      
	
                                    Signed:

                                  	 
      	 	
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                                                              COUNSEL
      FOR THE RAIFMAN PLAINTIFFS

                                                            	 	
                                                              COUNSEL
      FOR THE GOYAK PLAINTIFFS

                                                            
	 
      	 	 
      
	
                                                              Signed:

                                                            	 
      	 	
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                                                              Date:

                                                            	 
      	 	
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                                                              COUNSEL
      FOR THE AA-J BREEDING PLAINTIFFS

                                                            	 	
                                                              COUNSEL
      FOR THE PREMIERE THOROUGHBREDS PLAINTIFFS

                                                            
	 
      	 	 
      
	
                                                              Signed:

                                                            	 
      	 	
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                                                              Date:

                                                            	 
      	 	
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                                                              COUNSEL
      FOR THE STANWYCK GLEN PLAINTIFFS

                                                            	 	
                                                              COUNSEL
      FOR THE GASTAR EXPLORATION DEFENDANTS

                                                            
	 
      	 	 
      
	
                                                              Signed:

                                                            	 
      	 	
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                                                              Date:

                                                            	 
      	 	
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