EXHIBIT 10.4 


PREPARED BY, 

RECORDING REQUESTED BY AND 

WHEN RECORDED RETURN TO: 


SHUTTS & BOWEN 
300 South Orange Avenue, Suite 100 

Orlando, FL 32801 

Attention: Ms. Jennifer Slone Tobin 




	 

 
	
 Space above this line for Recorder’s use 

 


LOAN MODIFICATION AGREEMENT


among


RED MOUNTAIN RESOURCES, INC.
2515 McKinney Avenue, Suite 900 

Dallas, Texas 75201 


and


HYMAN BELZBERG, WILLIAM BELZBERG, CADDO
MANAGEMENT, INC. and 

RMS ADVISORS, INC.
9665 Wilshire Blvd., Suite M-10 

Beverly Hills, CA 90212


Dated: as of December 10, 2012



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LOAN MODIFICATION AGREEMENT


          THIS LOAN MODIFICATION AGREEMENT (the “Agreement”), effective as of December 1,
2012, is entered into by and among HYMAN
BELZBERG (“HB”), WILLIAM BELZBERG (“WB”), CADDO MANAGEMENT, INC., a
Louisiana corporation (“Caddo”) and
RMS ADVISORS, INC., a Delaware
corporation (“RMS”, and together
with HB, WB and Caddo, collectively, “Lender”),
and RED MOUNTAIN RESOURCES, INC., a Florida corporation (“Borrower”), with reference to the
following Recitals: 


RECITALS


                    A.
HB, WB and Caddo previously made a loan to Borrower in the original principal
amount of Four Million and No/100 Dollars ($4,000,000.00) (the “Original Loan”), which Original Loan was
evidenced by that certain Senior Secured Promissory Note of Red Mountain
Resources, Inc., dated November 16, 2011, in the original principal amount of
the Original Loan, executed by Borrower (the “Original
Note”), which Original Note was secured by, among other things,
deeds of trust (the “Deeds of Trust”)
on certain mineral leases (collectively, the “Property”), each of which is more
fully described in Exhibit A attached hereto and incorporated herein by
this reference. 


                    B.
On November 16, 2012, HB, WB and Caddo, on the one hand, and Borrower, on the
other hand, entered into that certain Amendment No. 1 to Senior Secured
Promissory Note of Red Mountain Resources, Inc. to extend the maturity date of
the Original Note to February 14, 2013. 


                    C.
Borrower has requested an increase in the amount of the Original Loan to the
sum of $6,000,000.00 (the “Loan”).



                    D.
Lender has agreed to increase the amount of the Original Loan in accordance
with Borrower’s request and accordingly, contemporaneously with execution and delivery
of this Agreement, Borrower is executing and delivering to Lender that certain
Amended and Restated Senior Secured Promissory Note in the original principal
amount of Six Million and No/100 Dollars ($6,000,000.00) (the “Amended and Restated Note”). As used
herein, “Loan Documents” shall
mean this Agreement, the Original Note, the Amended and Restated Note, the
Deeds of Trust and all other documents or instruments executed in connection
with, guaranteeing, or securing the Loan. All capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Amended and
Restated Note. 


                    NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows: 



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AGREEMENT


                    1.
Incorporation of Recitals. The
foregoing recitals are incorporated at this point by reference as though set
forth in full and are deemed to be operative provisions of this Agreement. 


                    2.
Reaffirmation of Obligations. Borrower
hereby acknowledges that the Loan and the Loan Documents constitute the valid
and binding obligations of Borrower, enforceable against Borrower in accordance
with their respective terms, and Borrower hereby reaffirms its obligations
under the Loan Documents. Lender’s entry into this Agreement, Lender’s
negotiations with Borrower with respect to the Loan, Lender’s acceptance of any
payment from Borrower (including, without limitation, any payments required to
be made by Borrower under this Agreement) or any payments made to Lender prior
to the date hereof, or any other action or failure to act on the part of Lender
shall not constitute a modification of the Loan or of any of the Loan
Documents, except as expressly set forth in this Agreement or the Amended and
Restated Note or a waiver of any default under the Loan Documents. 


                    3. Agreement to Increase Principal Amount of the Loan.
Contemporaneous with execution and delivery of this Agreement and the
Amended and Restated Note by Borrower, the principal amount of the Loan is
hereby increased to Six Million and No/100 Dollars ($6,000,000.00). 


                    4.
Issuance of Warrants. Contemporaneous
with execution and delivery of this Agreement and the Amended and Restated Note
by Borrower, Borrower shall deliver to Lender warrants allowing for the
purchase by Lender of Two Hundred Thousand (200,000) shares of common stock in
the Company at an exercise price of $1.00 per share on and subject to the terms
of that certain Warrant to Purchase Shares of Common Stock of Red Mountain
Resources, Inc. (the “Warrants”). All shares of common stock delivered pursuant
to the Warrants shall not be registered under the Securities Act of 1933, as
amended, and shall bear a restricted stock legend. Lender agrees to deliver to
the Borrower contemporaneously with the delivery of any such shares standard
private placement representations and warranties acceptable to the Borrower. 


                    5.
Conditions Precedent. This
Agreement shall not become effective and no party shall become obligated
hereunder unless and until all of the following conditions shall have been
satisfied at Borrower’s sole cost and expense, and in a manner acceptable to
Lender, in its sole discretion: 


	
  

 	
  

 
	
  

 	
                     (a)
Borrower shall have executed and delivered to Lender this Agreement, the
Amended and Restated Note, the Release in the form attached hereto as
Addendum A (the “Release”) and the Warrants;  

 
	
  

 	
  

 
	
  

 	
                     (b)
 Borrower shall have delivered a borrowing resolution to Lender, duly
 authorizing the transactions contemplated by this Agreement and the execution
 thereof by the Borrower’s duly authorized representative; 

 







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                     (c)
Borrower shall have executed and delivered to Lender the Amendment to the
Deeds of Trust in the form of Exhibit B (the “Amendment”); and  

 
	
  

 	
  

 
	
  

 	
                     (d)
 Borrower shall execute and deliver or cause to be executed and delivered to
 Lender, at Borrower’s sole cost and expense, any and all other documents,
 agreements, resolutions, certificates and opinions as Lender shall reasonably
 request in connection with the execution and delivery of this Agreement or
 any documents in connection herewith, or to further evidence, effect, enforce
 or protect any of the terms hereof or the rights or remedies granted or
 intended to be granted to Lender herein or therein, each of which shall be in
 form and content acceptable to Lender. 

 



                    6.
Representations and Warranties.
Borrower represents and warrants to Lender as follows: 


	
  

 	
  

 
	
  

 	
                     (a)
 All representations and warranties set forth in the Loan Documents are true,
 correct and complete as of the date hereof and shall remain true, correct and
 complete until the Loan has been repaid in full.

 
	
  

 	
  

 
	
  

 	
                     (b)
 No Event of Default has occurred or is continuing under any of the Loan
 Documents.

 
	
  

 	
  

 
	
  

 	
                     (c)
 Neither this Agreement nor any other agreement in connection herewith or
 pursuant to the terms hereof shall be deemed or construed to be a compromise,
 satisfaction, accord and satisfaction, novation or release of any of the Loan
 Documents, or any rights or obligations thereunder, or a waiver by Lender of
 any of its rights under the Loan Documents or at law or in equity.

 
	
  

 	
  

 
	
  

 	
                     (d)
 This Agreement and the Release are valid, binding and enforceable against
 Borrower in accordance with their terms and all necessary corporate action
 has been taken in order to authorize the execution of this Agreement by the
 undersigned, who is duly authorized to act on the Borrower’s behalf.

 
	
  

 	
  

 
	
  

 	
                     (e)
 No attachments, executions, assignments for the benefit of creditors,
 receiverships, conservatorships or voluntary or involuntary proceedings in
 bankruptcy or actions pursuant to any other debtor relief laws are pending or
 contemplated against Borrower.

 
	
  

 	
  

 
	
  

 	
                     (f)
 As of the date of this Agreement, none of the real property security
 comprising the Property has been damaged by fire, water, wind or other cause
 of loss since the date of the last inspection of (or visit to) the Property
 by Lender or its agents, or any such damage to the Property has been disclosed
 to Lender in writing and has been fully restored. All required permits,
 licenses and certificates (if any) for the lawful use and operation of the
 Property have been obtained and are current and in full force and effect. 

 







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                     (g)
 The Deeds of Trust constitute valid, existing and enforceable deeds of trust
 creating first and second priority liens (as designated therein) against any
 and all of the Property. 

 
	
  

 	
  

 
	
  

 	
                     (h)
 This Agreement and the Release have been entered into and the Warrants issued
 and delivered (and the Shares will be issued) without force or duress, of the
 free will of Borrower. Borrower’s decision to enter into this Agreement and
 the Release and to deliver the Warrants and the Shares is a fully informed
 decision, made after consultation with counsel of Borrower’s choice, who has
 explained to Borrower, Borrower’s rights and obligations hereunder. Borrower
 has read and understands this Agreement choice and Borrower is aware of all
 legal and other ramifications of its decision to execute the same 

 



                    7.
Event of Default. In
addition to all other matters constituting a default under the terms of the
Loan Documents, the breach or default by Borrower of any term, covenant,
agreement, condition, provision, representation or warranty contained herein
shall also be deemed a default under the Loan Documents. 


                    8. Miscellaneous. 


	
  

 	
  

 
	
  

 	
                     (a)
 Filing of Amendment. The
 Borrower shall file the Amendment in the real property records of each of
 Andrews County, Texas, Zapata County, Texas, Duval County, Texas, Ector
 County, Texas and Lea County, New Mexico as soon as practicable after the
 date hereof. 

 
	
  

 	
  

 
	
  

 	
                     (b)
 No Impairment. Except as
 specifically amended by the terms of this Agreement, the Loan Documents shall
 remain unaffected by this Agreement and shall remain in full force and
 effect. Nothing in this Agreement shall impair the liens of the Deeds of
 Trust, which shall remain deeds of trust with power of sale and a first
 priority or second priority lien encumbering all of the real property
 comprising the Property, as specified in the Deeds of Trust. 

 
	
  

 	
  

 
	
  

 	
                     (c)
 Limitation on Relationship. This
 Agreement and the Loan Documents shall not be deemed or construed to create a
 partnership, tenancy in common, joint tenancy, joint venture, co-ownership or
 any other relationship aside from a debtor-creditor relationship between
 Borrower and Lender. 

 
	
  

 	
  

 
	
  

 	
                     (d)
 Integration. This
 Agreement incorporates all negotiations of the parties hereto with respect to
 the subject matter hereof and is the final expression and agreement of the
 parties hereto with respect to the subject matter hereof. To the extent of
 any inconsistency between the terms, conditions and provisions of this
 Agreement and the terms, conditions and provisions of any of the other Loan
 Documents, the terms, conditions and provisions of this Agreement shall
 prevail. 

 







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                     (e)
 Severability. In case any
 provision in this Agreement shall be invalid, illegal or unenforceable, such
 provision shall be severable from the remainder of this Agreement and the
 validity, legality and enforceability of the remaining provisions shall not
 in any way be affected or impaired thereby.

 
	
  

 	
  

 
	
  

 	
                     (f)
 Reversal of Payments. If
 Lender receives any payments or proceeds of collateral which are subsequently
 invalidated, declared to be fraudulent or preferential, set aside or required
 to be paid to a trustee, debtor-in-possession, receiver or any other party
 under any bankruptcy law, common law, equitable clause or otherwise, then, to
 such extent, the obligations or part thereof intended to be satisfied by such
 payments or proceeds shall be reserved and continue as if such payments or
 proceeds had not been received by Lender. 

 
	
  

 	
  

 
	
  

 	
                     (g)
 Modification. This
 Agreement may not be amended, waived or modified in any manner without the
 written consent of the party against whom the amendment, waiver or
 modification is sought to be enforced. 

 
	
  

 	
  

 
	
  

 	
                     (h)
 Applicable Law. This
 Agreement shall be governed by and construed in accordance with the laws of
 the State of Texas, without regard to its choice of law principles. 

 
	
  

 	
  

 
	
  

 	
                     (i)
 Section Headings. The
 various headings used in this Agreement are inserted for convenience only and
 shall not affect the meaning or interpretation of this Agreement or any
 provision hereof. 

 
	
  

 	
  

 
	
  

 	
                     (j)
 Counterparts. This Agreement
 may be executed in any number of counterparts which, when taken together,
 shall constitute but one agreement. 

 
	
  

 	
  

 
	
  

 	
                     (k)
 Construction of Agreement. This
 Agreement has been freely negotiated by the parties and the principle of construction
 against draftor shall have no application in the interpretation of this
 Agreement. 

 
	
  

 	
  

 
	
  

 	
                     (l)
 Attorneys’ Fees. In the
 event any legal action is undertaken in order to enforce or interpret any
 provision of this Agreement, the prevailing party in such legal action, as
 determined by the court, shall be entitled to receive from the other party
 the prevailing party’s reasonable attorneys’ fees, expenses and court costs,
 including all such fees, expenses and costs incurred in any post-judgment
 proceedings to collect or enforce any judgment. This provision for the
 recovery of post-judgment fees, expenses and costs is separate and several
 and shall survive the merger of this Agreement, or any Loan Document into any
 judgment. 

 
	
  

 	
  

 
	
  

 	
                     (m)
 Costs Associated with Preparation of
 Agreement. Subject to the provisions of Section 16 of the
 Amended and Restated Note, Borrower shall reimburse Lender for all reasonable
 costs and expenses incurred by Lender in connection with the review,
 preparation and negotiation of this Agreement, the Amended and Restated Note,
 the Amendment, the Warrants and all documents in connection therewith or
 ancillary thereto, including, without limitation, title charges and recording
 fees, said reimbursement to be effected promptly following Borrower’s receipt
 of an invoice from Lender. 

 







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                     (n)
 Submission of Agreement. The
 submission of this Agreement to Borrower, its agents or attorneys for review
 or signature does not constitute a commitment by Lender to forbear from the
 exercise of its rights and remedies under the Loan Documents, and this
 Agreement shall have no binding force or effect until it is executed and
 delivered by the parties and all conditions to its effectiveness have been
 satisfied within the time period set forth herein. 

 
	
  

 	
  

 
	
  

 	
                     (o)
 No Oral Agreements. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
 AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
 PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
 ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

 


[END OF TEXT; SIGNATURES ON NEXT PAGE]



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          IN
WITNESS WHEREOF, the parties hereto have executed this Loan Modification
Agreement as of the date first set forth above. 


 “BORROWER” 


Red Mountain Resources, Inc., 

a Florida corporation 


	
  

 	
  

 	
  

 
	
 By:

 	
   /s/
 Alan W. Barksdale

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
      Alan
 W. Barksdale

 	
  

 
	
  

 	
      Chief
 Executive Officer

 	
  

 
	
  

 	
  

 	
  

 
	
  “LENDER”

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
   /s/
 Hyman Belzberg

 	
  

 
	 

 	
  

 
	
 Hyman
 Belzberg

 	
  

 
	
  

 	
  

 	
  

 
	
   /s/
 William Belzberg

 	
  

 
	 

 	
  

 
	
 William
 Belzberg

 	
  

 
	
  

 	
  

 	
  

 
	
 Caddo
 Management, Inc.,

 	
  

 
	
 a Louisiana
 corporation

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
   /s/
 Jeffrey Kallenberg

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
      Jeffrey
 Kallenberg, President

 	
  

 
	
  

 	
  

 	
  

 
	
 RMS
 Advisors, Inc.,

 	
  

 
	
 a Delaware
 corporation

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
   /s/
 Howard M. Appel

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
      Howard
 M. Appel, President

 	
  

 






Signature Page to Loan Modification Agreement



    	



    	 



    
 


CONSENT
OF GUARANTORS


The undersigned guarantors of the Loan pursuant to
that certain agreement entitled “Guaranty of Agreement”, dated November 16,
2011 (the “Guaranty”), hereby
acknowledge and agree to the terms of the Amended and Restated Note and this Loan
Modification Agreement and by signature below ratify the continuing force and
effectiveness of the Guaranty with respect to the Loan, as modified hereby.
Further, each of the undersigned guarantors reaffirms its respective
obligations under each and every of the Loan Documents to which said guarantors
are signatories, including but not limited the Guaranty.


This Consent of Guarantors shall be governed by and
construed in accordance with the laws of the State of Texas, without regard to
its choice of law principles.


IN WITNESS WHEREOF, the parties hereto have executed
this Consent of Guarantors as of December 10, 2012.


	
  

 	
  

 	
  

 	
  

 
	
 Black Rock Capital, Inc.,

 	
  

 
	
 an Arkansas corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
 /s/ Alan W. Barksdale

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
       Alan W.
 Barksdale, President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 RMR Operating LLC,

 	
  

 
	
 a Texas limited liability company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
 /s/ Alan W. Barksdale

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
       Alan W.
 Barksdale, President

 	
  

 


Consent of
Guarantors



    	



    	 



    
 


ADDENDUM
A


RELEASE
BY BORROWER


          For
and in consideration of the increase in the amount of the Loan and for other
good and valuable consideration the receipt of which is hereby acknowledged as
having been received from Lender, Borrower, for itself and for each and all of
its successors, assigns, heirs or others claiming through or under it (the “Borrower Releasing Parties”), hereby
releases, remises, acquits, and forever discharges Lender, and each and every
one of its respective predecessors, successors, assigns, heirs, executors,
administrators, trustors, trustees, beneficiaries, owners, stockholders,
members, managers, agents, directors, officers, employees, attorneys, and
representatives (all of whom are hereinafter referred to as the “Lender Released Parties”), of and from any
and all manner of claims, demands, damages, losses, suits, debts, loans,
advances, liens, contracts, agreements, promises, liabilities, interest, costs,
expenses, action or actions, and cause or causes of action, of any nature
whatsoever, known or unknown, fixed or contingent, in law or in equity, which
the Borrower Releasing Parties have, or ever have had, against each, any, or
all of the Lender Released Parties, by reason of any matter, cause, act,
omission, or thing whatsoever, arising out of or in any way related to the
Loan, the Loan Documents, and this Agreement, including but not limited to
claims of lender liability, undue influence or duress.


          Borrower
hereto represents and warrants it understands and expressly
agrees this Release extends to all matters, happenings, events, occurrences
and/or circumstances of every kind and nature, known or unknown, suspected or
unsuspected, arising from or attributable to any of the Loan, the Loan
Documents, and/or this Agreement, and that with respect to such claims, any and
all rights granted to Borrower and Guarantors under the following legal
principle are hereby expressly waived:


                    “A
general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.”


[END OF TEXT; SIGNATURES APPEAR ON NEXT PAGE]



    	



    	 



    
 


          IN WITNESS WHEREOF, the Borrower has executed this Release effective as of the
date of the Agreement.


 “BORROWER”


	
  

 	
  

 	
  

 	
  

 
	
 Red Mountain Resources, Inc.,

 	
  

 
	
 a Florida corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
 /s/ Alan W. Barksdale

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
       Alan W.
 Barksdale

 	
  

 
	
  

 	
  

 	
       Chief
 Executive Officer

 	
  

 



The undersigned guarantors hereby agree to and join in
the foregoing release.


	
  

 	
  

 	
  

 	
  

 
	
 Black Rock Capital, Inc.,

 	
  

 
	
 an Arkansas corporation

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
 /s/ Alan W. Barksdale

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
       Alan W.
 Barksdale, President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 RMR Operating LLC,

 	
  

 
	
 a Texas limited liability company

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
 /s/ Alan W. Barksdale

 	
  

 
	
  

 	 

 	
  

 
	
  

 	
  

 	
       Alan W.
 Barksdale, President

 	
  

 







    	



    	 



    
 


EXHIBIT A


(List of Deeds of
Trust and Other Collateral for the Loan)


LIST OF
COLLATERAL


I. As
to Black Rock Capital, Inc., 2,136,164 shares of Common Stock of Cross Border Resources, Inc., as evidenced by
Certificate Number 1811, together with all and all dividends, cash, instruments
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of said
Common Stock, and all additional shares of stock from time to time acquired by
Debtor as a result of the ownership of the foregoing specific shares of Common
Stock or in exchange for any or all of the foregoing, including, without
limitation, stock dividends or a distribution in connection with any increase
or reduction of capital, reclassification, merger, consolidation, sale of
assets, combination of shares, stock split, spin-off or split-off, and the
certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds (and proceeds from such proceeds)
from time to time received, receivable or otherwise distributed as a result of
the ownership of such specific shares or in exchange for any or all of such
specific shares; and all options and rights, whether as an addition to, in substitution
of or in exchange for any of the foregoing shares.


II.


A. All
of Black Rock Capital and Red Mountain Resources, Inc.’s (collectively,
“Debtor”) right, title and interest now owned or hereafter acquired in the oil,
gas and mineral leases and/or minerals, mineral interests and estates of every
kind and character in and under the properties, leases and documents described
in Exhibit A-1 attached hereto and made a part hereof, including but not
limited to as-extracted collateral, royalties, overriding royalties, production
payments, working interests, and all interest of Debtor in all other oil and
gas mineral interests with which any of the aforementioned interests and
estates of Debtor in the properties described in Exhibit A-1 are now or
may hereafter be unitized, subject, however, to the restrictions, exceptions,
conditions, limitations and other matters, if any, set forth in the specific
descriptions of said properties and interests in Exhibit A-1. 


B. All
of Debtor’s right, title and interest in, to and under, or derived from,
operating agreements, unitization agreements, pooling agreements and orders of
regulatory agencies providing for pooling and unitization, whether now or
hereafter made, and the units created thereby, which relate to any of the
properties and interests described in Exhibit A-1, whether or not such
agreements and orders be described in Exhibit A-1.


C. All
of Debtor’s right, title and interest in, to and under, or derived from, oil,
casinghead gas and gas sales, purchase, exchange and processing contracts and
agreements and instruments, whether now in existence or hereafter made, which
relate to any of the properties and interests described in Exhibit A-1,
whether or not such contracts and agreements be described in Exhibit A-1.


D. Without
limiting the foregoing, all of Debtor’s right, title and interest
(whether now owned or hereafter acquired by operation of law or otherwise) in
and to the lands described or referred to in Exhibit A-1 and in and to
oil and gas leases, overriding royalty interests, mineral interests, royalty
interests and all other interests and property of every kind and character,
including without limitation, as-extracted collateral, insofar as the same
cover or relate to the lands described or referred to in Exhibit A-1, even though such rights, titles and interests be
incorrectly or insufficiently described or referred to therein, or a
description thereof be omitted from Exhibit A-1.



    	



    	 



    
 


E. All
of Debtor’s right, title and interest in and to all personal property, physical
property, improvements, fixtures, easements, permits, licenses, servitudes and
rights-of-way situated upon or used or held for use in connection with the
exploration, development or operation of the foregoing properties and interests
or the production, treating, storing, delivery, treatment, marketing, sale or
other disposition or transportation of oil, gas and other hydrocarbons
therefrom, including, but not by way of limitation, as-extracted collateral,
casing, connections, tanks separators, lines, pumps, buildings, sheds, wells,
trade fixtures, tools, machinery and other equipment, power lines, telephone
and telegraph lines and other appurtenances, whether or not the same be
described in Exhibit A-1.


F. All
of Debtor’s right, title and interest in and to all Accounts (including without
limitation contracts and contract rights), Inventory, General Intangibles,
Payment Intangibles, As-Extracted Collateral (including without limitation a
first priority lien against any and all present or future statutory lien rights
and priorities of Debtor under Tex. Bus. & Com. Code § 9.343, as amended
from time to time, or otherwise), and all Instruments (including promissory
notes), Documents, Chattel Paper (including electronic chattel paper), Equipment,
Letter of Credit Rights, Supporting Obligations, Deposit Accounts with
Beneficiary and Proceeds (as such terms are defined in Article 9 of the Uniform
Commercial Code as the same may be in force and effect from time to time and as
hereinafter amended, revised or enacted (the “UCC”)) relating to or arising out
of the production, sale, processing, storage, treatment, marketing, handling,
transporting or other disposition of oil, gas and other hydrocarbons from time
to time produced from any of the property described or referred to in Exhibit
A-1, including without limitation, any and all contracts, contract rights,
accounts, general intangibles, payment intangibles, letter of credit rights,
supporting obligations, deposit accounts or any other rights to the payment of
money or other monies due or to become due (of whatever type, nature, item or
category) from Beneficiary to Debtor or any monetary or economic benefit or
other value added, accrued, created or arising under, out of or pursuant to an
ISDA Master Agreement, Hedge Agreement or other risk management or product or
interest rate protection agreement, together with all schedules, annexes,
exhibits and other attachments thereto, or any confirmations or other
transactions entered into in connection with such ISDA Master Agreement, Hedge
Agreement or other risk management or product or interest rate protection
agreement, whether now existing or hereafter entered into by and between Debtor
and Beneficiary, including any hedges, swaps or other derivative products transactions
or confirmation entered into in connection therewith or pursuant thereto.



    	



    	 



    
 


EXHIBIT A-1


SHAFTER LAKE:


Oil and Gas Leasehold in and to
the South One-half (1/2) of Section Twenty-Two (22), Block A-46, Public School
Lands, Andrews County, Texas, as to all rights from surface to 4,520 feet below
the surface.


MARTIN:


University Lease 87279 by and
between Bob Armstrong, Commissioner of General Land Office, State of Texas,
Lessor, and Darrell Jackson, Lessee, dated February 3, 1982, recorded in Volume
470, Page 741, Deed Records of Andrews County, Texas, covering the North
One-half (1/2) of Section Seven (7), Block Ten (10), University Lands Survey
(ULS), Andrews County, Texas, as to all rights below 5,000 feet below the
surface of the earth. 


All right, title and interest of Black
Rock Capital, Inc. and Red Mountain Resources, Inc. in and to the following:


OIL, GAS AND REAL PROPERTY INTERESTS
IN THE FOLLOWING PROPERTIES, AS MORE PARTICULARLY DETAILED IN THE MORTGAGE, FOR
WHICH BENEFICIARY’S PRIORITY SHALL BE AS FOLLOWS:


	
  

 	
  

 
	
 Villarreal:

 	
 2nd priority lien (Zapata
 County, TX)

 
	
  

 	
  

 
	
 Frost Bank:

 	
 2nd priority lien (Duval
 County, TX)

 
	
  

 	
  

 
	
 Resendez/La Duquesa:

 	
 2nd priority lien (Zapata
 County, TX)

 
	
  

 	
  

 
	
 Madera:

 	
 1st priority lien (Lea
 County, NM)

 
	
  

 	
  

 
	
 Pawnee:

 	
 1st priority lien (Lea
 County, NM)

 
	
  

 	
  

 
	
 Shafter Lake:

 	
 1st priority lien
 (Andrews County, TX)

 
	
  

 	
  

 
	
 Martin:

 	
 1st
 priority lien (Andrews County, TX)

 
	
  

 	
  

 
	
 Cowden:

 	
 1st
 priority lien (Ector County, TX)

 







    	



    	 



    
 


EXHIBIT B


(Form of Amendment
to the Deeds of Trust)


FIRST AMENDMENT TO LINE
OF CREDIT MORTGAGE, DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND
ASSIGNMENT

(with Power of Sale)

(Texas and New Mexico)


This First Amendment to Line of Credit Mortgage, Deed of
Trust, Security Agreement, Financing Statement and Assignment (this “Amendment”)
is executed as of December 10, 2012 (the “Effective Date”), by and
between BLACK ROCK CAPITAL, INC., an Arkansas corporation, as mortgagor,
trustor and debtor with an address of 2515 McKinney Avenue, Suite 900, Dallas,
TX 75201 (“Trustor”), and HYMAN BELZBERG (“HB”), WILLIAM BELZBERG
(“WB”), CADDO MANAGEMENT, INC., a Louisiana corporation (“CADDO”),
and RMS ADVISORS, INC., a Delaware corporation, collectively as mortgagee,
beneficiary and secured party, with a business address of 9665 Wilshire Blvd.,
Suite M-10, Beverly Hills, CA 90212 (“RMS” and collectively with HB, WB
and CADDO, “Beneficiary”). 


RECITALS:


	
  

 	
  

 
	
 A.

 	
 HB, WB and CADDO previously made a loan to Red Mountain
 Resources, Inc., a Florida corporation (“Borrower”), in the original
 principal amount of Four Million and No/100 Dollars ($4,000,000.00) (the “Original
 Loan”), which Original Loan was evidenced by that certain Senior Secured
 Promissory Note of Red Mountain Resources, Inc., dated November 16, 2011 (the
 “Original Note”), from Borrower to HB, WB and CADDO in the original
 principal amount of the Original Loan, which Original Note was secured by a
 first priority deed of trust dated November 16, 2011, made by Trustor for the
 benefit of HB, WB and CADDO (the “Deed of Trust”), covering Trustor’s
 interest in and to certain real property, mineral leases and other interests
 more particularly described on Exhibit A attached hereto
 (collectively, the “Mortgaged Property”) which Deed of Trust was
 recorded (i) December 16, 2011, as Document No. 2011-00017534, in the
 Official Public Records of Ector County, Texas, (ii) December 19, 2011, as
 Instrument No. 2011-2695, in the Office of the County Clerk for Duval County,
 Texas, (iii) December 19, 2011, in Volume 1018, Page 935 of the Official
 Public Records of Andrews County, Texas, (iv) December 16, 2011, as
 Instrument No. 2011-00163483 in the Office of the County Clerk for Zapata
 County, Texas, and (v) December 16, 2011, in Book 1757, Page 1, in the Office
 of the County Clerk for Lea County, New Mexico. 

 
	
  

 	
  

 
	
 B.

 	
 On November 16, 2012, HB, WB and CADDO, on the one
 hand, and Borrower, on the other hand, entered into that certain Amendment
 No. 1 to Senior Secured Promissory Note of Red Mountain Resources, Inc., to
 extend the maturity date of the Original Note to February 14, 2013. 

 
	
  

 	
  

 
	
 C.

 	
 Borrower has requested and Beneficiary has agreed to
 increase the amount of the Original Loan to the sum of Six Million and No/100
 Dollars ($6,000,000.00) (the “Loan”), and accordingly,
 contemporaneously with the execution of this Amendment, (i) Borrower is
 executing and delivering to Beneficiary that certain Amended and Restated
 Senior Secured Promissory Note in the original principal amount of Six
 Million and No/100 Dollars ($6,000,000.00), and (ii) Borrower and Beneficiary
 are entering into that certain Loan Modification Agreement
 (the “Modification Agreement”), setting forth, among other things,
 certain of the terms and conditions governing the Loan.

 







    	



    	 



    
 


	
  

 	
  

 
	
 D.

 	
 For purposes of this Amendment, each capitalized term
 used herein and which is not defined herein shall have the meaning assigned
 to such term in the Deed of Trust. 

 


AGREEMENT:


For and in consideration of TEN AND NO/100 DOLLARS
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged and confirmed, the parties hereto do hereby
agree as follows:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Amendment to the Deed of Trust. 

 


                    (a)          The
opening paragraph of the Deed of Trust is amended to provide that Beneficiary
shall mean and include HB, WB, CADDO and RMS.


                    (b)          Section
1.1(a). Section 1.1(a) of the Deed of Trust shall be deleted in its
entirety and replaced with the following:


                    “(a)
The indebtedness evidenced by the following-described promissory note (the “Note”),
the proceeds of which will benefit Trustor:


	
  

 	
  

 
	
  

 	
 Amended and Restated Senior Secured Promissory Note of
 Red Mountain Resources, Inc., dated December 10, 2012, in the principal sum
 of $6,000,000.00, executed by Red Mountain Resources, Inc. (“Borrower”),
 the owner of 100% of the stock of Trustor.”

 






	
  

 	
  

 
	
  

 	
           2.     No Novation.
 This Amendment is not a novation nor is it to be construed as a release of
 any of the terms, conditions, representations, warranties, covenants, rights
 or remedies as set forth in the Deed of Trust, as amended by this Amendment
 and the Modification Agreement.

 
	
  

 	
  

 
	
  

 	
           3.     Counterparts.
 This Amendment may be executed in counterparts, and by different parties in
 separate counterparts, each of which shall be an original and all of which
 collectively shall constitute one and the same agreement.

 
	
  

 	
  

 
	
  

 	
           4.     Ratification.
 Except as amended by this Amendment, all of the other terms, covenants and
 conditions contained in the Deed of Trust shall continue to remain unchanged
 and in full force and effect and are hereby ratified and confirmed, and
 Trustor reaffirms its prior grant of the Mortgaged Property to Trustee for
 the benefit of Beneficiary in accordance with the Deed of Trust as amended
 hereby. If a conflict shall arise between the terms and provisions of this
 Amendment and the terms and provisions of the Deed of Trust, the terms and
 provisions of this Amendment shall govern. 

 


 [Remainder
of page intentionally blank.

Signature page(s) follow.]



    	



    	 



    
 


Executed
to be effective as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TRUSTOR:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BLACK
 ROCK CAPITAL, INC., 

 An Arkansas corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Name: 

 	
  

 	
  

 
	
  

 	
 Its:

 	
  

 	
  

 






	
  

 	
  

 
	
 STATE
 OF ______________

 	
 §

 
	
  

 	
 §

 
	
 COUNTY
 OF _______________

 	
 §

 


Before me, a Notary Public, on this day personally
appeared ______________________, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of BLACK ROCK CAPITAL, INC., an Arkansas corporation, and that
s/he executed the same on behalf of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.


Given
under my hand and seal of office this ____ day of December, 2012.


	
  

 	
  

 
	
  

 	
 NOTARY
 PUBLIC IN AND FOR

 
	
  

 	
 THE
 STATE OF ______________

 
	
 [SEAL]

 	
  

 







    	



    	 



    
 


Executed to be effective as of the Effective Date.


	
  

 	
  

 	
  

 
	
  

 	
 BENEFICIARY: 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Hyman
 Belzberg

 	
  

 






	
  

 	
  

 
	
 STATE
 OF ______________

 	
 §

 
	
  

 	
 §

 
	
 COUNTY
 OF _______________

 	
 §

 


Before me, a Notary Public, on this day personally
appeared Hyman Belzberg, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that the same was his act
and that he executed the same for the purposes and consideration therein
expressed.


Given
under my hand and seal of office this ____ day of December, 2012.


	
  

 	
  

 
	
  

 	
 NOTARY
 PUBLIC IN AND FOR

 
	
  

 	
 THE
 STATE OF ______________

 
	
 [SEAL]

 	
  

 







    	



    	 



    
 


Executed
to be effective as of the Effective Date.


	
  

 	
  

 	
  

 
	
  

 	
 BENEFICIARY: 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 William
 Belzberg

 	
  

 






	
  

 	
  

 
	
 STATE
 OF ______________

 	
 §

 
	
  

 	
 §

 
	
 COUNTY
 OF _______________

 	
 §

 


Before me, a Notary Public, on this day personally
appeared William Belzberg, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was
his act and that he executed the same for the purposes and consideration
therein expressed.


Given
under my hand and seal of office this ____ day of December, 2012.


	
  

 	
  

 
	
  

 	
 NOTARY
 PUBLIC IN AND FOR

 
	
  

 	
 THE
 STATE OF ______________

 
	
 [SEAL]

 	
  

 







    	



    	 



    
 


Executed
to be effective as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BENEFICIARY:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CADDO
 MANAGEMENT, INC.,

 a Louisiana corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Its:

 	
  

 	
  

 






	
  

 	
  

 
	
 STATE
 OF ______________

 	
 §

 
	
  

 	
 §

 
	
 COUNTY
 OF _______________

 	
 §

 


Before me, a Notary Public, on this day personally
appeared ______________________, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of CADDO MANAGEMENT, INC., a Louisiana corporation, and that
s/he executed the same on behalf of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.


Given
under my hand and seal of office this ____ day of December, 2012.


	
  

 	
  

 
	
  

 	
 NOTARY
 PUBLIC IN AND FOR

 
	
  

 	
 THE
 STATE OF ______________

 
	
 [SEAL]

 	
  

 







    	



    	 



    
 


Executed
to be effective as of the Effective Date.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BENEFICIARY:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 RMS
 ADVISORS, INC.,

 a Delaware corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Its:

 	
  

 	
  

 






	
  

 	
  

 
	
 STATE
 OF ______________

 	
 §

 
	
  

 	
 §

 
	
 COUNTY
 OF _______________

 	
 §

 


Before me, a Notary Public, on this day personally
appeared ______________________, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of RMS ADVISORS, INC., a Delaware corporation, and that s/he
executed the same on behalf of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.


Given
under my hand and seal of office this ____ day of December, 2012.


	
  

 	
  

 
	
  

 	
 NOTARY
 PUBLIC IN AND FOR

 
	
  

 	
 THE
 STATE OF ______________

 
	
 [SEAL]

 	
  

 







    	



    	 



    
 


This instrument is joined in and consented to by
Borrower, who hereby assumes and agrees that it, as the owner of 100% of the
stock of Trustor, shall cause Trustor to comply with the terms hereof, and
agrees that the Beneficiary and Trustee shall have the right to proceed
directly against Trustor for violations of this instrument. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 RED
 MOUNTAIN RESOURCES, INC., a Florida
corporation

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Its:

 	
  

 	
  

 






	
  

 	
  

 
	
 STATE
 OF ______________

 	
 §

 
	
  

 	
 §

 
	
 COUNTY
 OF _______________

 	
 §

 


Before me, a Notary Public, on this day personally
appeared ______________________, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of RED MOUNTAIN RESOURCES, INC., a Florida corporation, and
that s/he executed the same on behalf of said corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.


Given
under my hand and seal of office this ____ day of December, 2012.


	
  

 	
  

 
	
  

 	
 NOTARY
 PUBLIC IN AND FOR

 
	
  

 	
 THE
 STATE OF ______________

 
	
 [SEAL]