** **

**LONE OAK ACQUISITION CORPORATION**

** **

**VOTING AGREEMENT**

 

This Voting Agreement(this “Agreement”) is made as of December 24, 2013 by and among Lone Oak Acquisition Corporation, a Cayman Islandscompany (the “Company”), and each of the individuals and entities signatory hereto (each a “VotingParty” and collectively, the “Voting Parties”). For purposes of this Agreement, capitalized termsused and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

** **

**RECITALS**

** **

**WHEREAS**,the Company, Arabella Exploration Corp., a Delaware corporation (the “Acquiror”), Arabella Exploration, LimitedLiability Company, a Texas limited liability company (the “Target”), and each of the Stockholders set forthon Schedule I thereto, entered into an Agreement and Plan of Reorganization, dated as of October 23, 2013, as amended (the “MergerAgreement”);

** **

**WHEREAS**,pursuant to Section 2.4 of the Merger Agreement, the Voting Parties have agreed to execute and deliver this Agreement;

** **

**WHEREAS**,each of the Voting Parties, including the current shareholders of the Company (the “Lone Oak Shareholders”),currently owns, or on closing of the transactions contemplated by the Merger Agreement, will own, shares of the Company’scapital stock, and wishes to provide for orderly elections of the Company’s Board of Directors and the other matters describedherein; and

** **

**NOWTHEREFORE**, in consideration of the foregoing and of the promises and covenants contained herein, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto agree as follows:

** **

**AGREEMENT**

** **

**1.         ****  Agreementto Vote.** During the term of this Agreement, to the extent they are entitled under the Company’s constituent or organizationaldocuments or agreements to vote on a particular matter, each Voting Party agrees to vote all securities of the Company that mayvote in the election of the Company’s directors that such Voting Party owns from time to time (hereinafter referred to asthe “Voting Shares”) in accordance with the provisions of this Agreement, whether at a regular or special meetingof stockholders or any class or series of stockholders or by written consent.

** **

** **

**2.           ****Electionof Boards of Directors.**

** **

**2.1         ****Voting.**During the term of this Agreement, and subject to the Company’s Amended and Restated Memorandum and Articles of Association,each Voting Party agrees to vote all Voting Shares in such manner as may be necessary to elect (and maintain in office) as membersof the Company’s Board of Directors the following persons:

 

(a)         Four (4) persons (each a “Stockholder Designee,” and collectively, the “Stockholder Designees”)designated by Jason Hoisager, or if he is unavailable, by the Voting Parties (excluding the Voting Parties who were Lone Oak Shareholdersprior to the date hereof) holding a majority of shares of capital stock owned by such Voting Parties (as applicable, the “ArabellaSelector”); and

 

(b)         Three (3) persons (each a “Lone Oak Designee,” and collectively, the “Lone Oak Designees”)designated by Berke Bakay, or if he is unavailable, by the Voting Parties (excluding the Voting Parties who were members or employeesof or consultants to Target prior to the date hereof) (as applicable, the “Lone Oak Selector”), to serve fora minimum of four (4) years from the Closing.

 

(c)         Insofaras the Company has a staggered board of directors, one director designated pursuant to Section 2.1(a) and one director designatedpursuant to Section 2.1(b) shall be in each class of directors except that the class of directors whose next election is furthestfrom the date of this Agreement shall include Mr. Hoisager and one other director appointed pursuant to Section 2.1(a).

** **

**2.2         ****InitialDesignees.** The initial Stockholder Designee shall be Susan Hoisager, and the remaining Shareholder Designees shall be designatedas provided in Section 2.1(a) after the date hereof. The initial Lone Oak Designees are to be (i) Berke Bakay, (ii) Richard Hauser,and (iii) William B. Heyn.

** **

**2.3         ****Sizeof the Board**. The parties hereto agree that they shall, and that they shall cause their respective designees to, maintain thesize of the Company’s Board of Directors at not more than seven (7) persons for the four (4) year period following the closingdate of the transactions contemplated by the Merger Agreement.

** **

**2.4         ****Obligations;Removal of Directors; Vacancies**. The obligations of the Voting Parties pursuant to this Section 2 shall include any stockholdervote to amend the Company’s Amended and Restated Memorandum and Articles of Association as required to effect the intentof this Agreement. Each of the Voting Parties and the Company agree not to take any actions that would materially and adverselyaffect the provisions of this Agreement and the intention of the parties with respect to the composition of the Company’sBoard of Directors as herein stated. The parties acknowledge that the fiduciary duties of each member of the Company’s Boardof Directors are to the Company’s stockholders as a whole. In the event any director elected pursuant to the terms hereofceases to serve as a member of the Company’s Board of Directors, the Company and the Voting Parties agree to take all suchaction as is reasonable and necessary, including the voting of shares of capital stock of the Company by the Voting Parties asto which they have beneficial ownership, to cause the election or appointment of such other substitute person to the Board of Directorsas may be designated on the terms provided herein.

 

 

**3.          ****BoardActions.**

** **

**3.1         ****BoardApproval of Certain Transactions**. The Company covenants and agrees that, from the date hereof through the termination of thisAgreement, the Company shall not take any of the following actions without the approval of at least two-thirds (2/3) of the membersof the Company’s Board of Directors (of which one of the members voting in favor must be a Lone Oak Designee), whether ata meeting or pursuant to written consent:

 

(a)         Issueany Parent Ordinary Shares or securities convertible into or exercisable for Parent Ordinary Shares;

 

(b)         Appointor remove the Company’s Chief Executive Officer or Chief Financial Officer;

 

(c)         Repaythe loan to the Target from Jason Hoisager outstanding as of the date hereof;

 

(d)         Amendthe Merger Agreement;

 

(e)         Amendthe Public Peer Set

 

(f)         Retainan investor relations firm;

 

(g)         Appointor hire an employee to provide internal investment relations management; and

 

(h)         Adoptan equity incentive plan for officers, directors or employees.

** **

**3.2         ****Prohibitionon Loans to Employees.** Promptly after the Closing, the Company shall establish a policy that prohibits loans to employees,except for advances of approved expenses.

** **

**3.3         ****Violationof Sections 3.1 and 3.2.** In the event that the Company breaches either Section 3.1 or Section 3.2 of this Agreement for anyreason, the parties hereto agree that the provisions of Section 2.1(b) will be deemed to be automatically amended to read as follows:

 

(a)         Three(3) persons (each a “Stockholder Designee,” and collectively, the “Stockholder Designees”)designated by the Arabella Selector; and

 

(b)         Four(4) persons (each a “Lone Oak Designee,” and collectively, the “Lone Oak Designees”) designatedby Lone Oak Selector, to serve for a minimum of four (4) years from the Closing.

 

All other provisions of this Agreementwould remain in full force and effect.

 

 

**4.         ****Successorsin Interest of the Voting Parties and the Company.** The provisions of this Agreement shall be binding upon the successors ininterest of any Voting Party with respect to any of such Voting Party’s Voting Shares or any voting rights therein, unlesssuch shares are sold into the public markets. Each Voting Party shall not, and the Company shall not, permit the transfer of anyVoting Party’s Voting Shares (except for sales of Voting Shares into the public markets), unless and until the person towhom such securities are to be transferred shall have executed a written agreement pursuant to which such person becomes a partyto this Agreement and agrees to be bound by all the provisions hereof as if such person was a Voting Party hereunder.

** **

**5.         ****Covenants.**The Company and each Voting Party agrees to take all actions required to ensure that the rights given to each Voting Party hereunderare effective and that each Voting Party enjoys the benefits thereof. Such actions include, without limitation, the use of bestefforts to cause the nomination of the designees, as provided herein, for election as directors of the Company. Neither the Companynor any Voting Party will, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms tobe performed hereunder by the Company or any such Voting Party, as applicable, but will at all times in good faith assist in thecarrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary or appropriatein order to protect the rights of each Voting Party hereunder against impairment.

** **

**6.         ****Grantof Proxy.** The parties agree that this Agreement does not constitute the granting of a proxy to any party or any other person;provided, however, that should the provisions of this Agreement be construed to constitute the granting of proxies, such proxiesshall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

** **

**7.         ****RestrictiveLegend.** Until the termination of this Agreement, each certificate representing any of the Voting Shares shall be marked bythe Company with a legend reading as follows:

 

“THE SHARESEVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER) AND BY ACCEPTING ANY INTERESTIN SUCH SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAIDVOTING AGREEMENT.”

** **

**8.         ****SpecificEnforcement.** It is agreed and understood that monetary damages would not adequately compensate an injured party for the breachof this Agreement by any party hereto, that this Agreement shall be specifically enforceable, and that any breach of this Agreementshall be the proper subject of a temporary or permanent injunction or restraining order. Further, each party hereto waives anyclaim or defense that there is an adequate remedy at law for such breach or threatened breach and agrees that a party’s rightswould be materially and adversely affected if the obligations of the other parties under this Agreement were not carried out inaccordance with the terms and conditions hereof.

 

 

**9.           ****Mannerof Voting.** The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in anyother manner permitted by applicable law.

** **

**10.         ****Termination.**This Agreement shall terminate upon the first to occur of the following:

** **

**10.1         **Thedate that is four (4) years from the closing date of the transactions contemplated by the Merger Agreement; or

** **

**10.2         **immediatelyprior to a transaction pursuant to which a person or group other than current shareholders of the Company or the Voting Parties,or their respective affiliates, will control greater than 50% of the Company’s voting power with respect to the electionof directors of the Company.

** **

**11.         ****Amendmentsand Waivers.** Except as otherwise provided herein, additional parties may be added to this Agreement, and any provision of thisAgreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactivelyor prospectively) only with the written consent of (a) the Company, and (b) the holders of a majority of Voting Shares then heldby the Voting Parties; *provided, however*, that the right of the Lone Oak Shareholders to nominate the Lone Oak Designeesshall not be amended without the written consent of a majority in interest of the Lone Oak Shareholders; and *provided further*,that the right of the Stockholders to nominate the Stockholder Designees shall not be amended without the written consent of amajority in interest of Stockholders.

** **

**12.         ****StockSplits, Stock Dividends, etc.** In the event of any stock split, stock dividend, recapitalization, reorganization or the like,any securities issued with respect to Voting Shares held by Voting Parties shall become Voting Shares for purposes of this Agreementand the minimum number of Voting Shares pursuant to which certain Voting Parties may name designees will be appropriately adjusted.

** **

**13.         ****Severability.**In the event that any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceabilityof the remaining provisions shall not in any way be affected or impaired thereby.

** **

**14.         ****GoverningLaw.** This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordancewith the laws of the State of New York without reference to its conflicts of laws provisions.

** **

**15.         ****Counterparts.**This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which togethershall constitute one instrument.

** **

**16.         ****Successorsand Assigns.** Except as otherwise expressly provided in this Agreement, the provisions hereof shall inure to the benefit of,and be binding upon, the successors and assigns of the parties hereto.

 

** **

**17.         ****EntireAgreement.** This Agreement constitutes the full and entire understanding and agreement among the parties, and supersedes anyprior agreement or understanding among the parties, with regard to the subjects hereof and thereof, and no party shall be liableor bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth hereinor therein.

 

[*Remainder of pageintentionally left blank; signature page follows*]

 

 

This Voting Agreement is hereby executedeffective as of the date first set forth above.

** **

**“COMPANY”**

** **

 

** **

 

**“VOTING PARTIES” (continued)**