f10k2011ex10lvi_recovery.htm


Exhibit 10.56


 


SECOND AMENDMENT


TO


8% SENIOR SECURED CONVERTIBLE DEBENTURE







This Amendment (“Amendment”), made as of March 19, 2012, by and between Recovery Energy, Inc., a Nevada corporation (the “Company”), and each holder identified on the signature page hereto (the “Holders”), amends those certain 8% Senior Secured Convertible Debentures due February 8, 2014 of the Company, as previously amended December 16, 2011  (“Debentures”).  Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).







Recitals







WHEREAS, the Debentures were issued in connection with the Securities Purchase Agreement, dated as of February 2, 2011, between the Company and the Holders (the “Purchase Agreement”);







WHEREAS, the Debentures were amended pursuant to that certain Amendment to 8% Senior Secured Convertible Debenture, dated as of December 16, 2011 (the “First Amendment”);







WHEREAS, the Debentures are secured by certain assets of the Company as set forth in the Debentures, as amended by the First Amendment (the “Original Collateral”);







WHEREAS, the Company wishes to add the property described in Exhibit A hereto as additional collateral to secure the Debentures (the “Additional Collateral” and together with the Original Collateral, the “Collateral”);







WHEREAS, the Company wishes to issue additional Debentures, secured by both the Collateral and a first priority lien in wells (the “Wells”) and all Collateral located within the  spacing unit designated by the state authorities for the applicable Well  (the “Well Liens”), to certain of the Holders or their affiliates (the “New Holders”) in exchange for additional cash consideration (the “New Offering”), pursuant to that certain 8% Senior Secured Convertible Debenture (the “New Debentures”) and that certain Securities Purchase Agreement (the “New Purchase Agreement”) substantially in the forms attached hereto as Exhibits B and C respectively;







WHEREAS, pursuant to Section 5.5 of the Purchase Agreement, waiver or amendment of any provision in the Purchase Agreement requires a written instrument signed by the Company and Holders holding at least 51% in interest of the Debentures then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; and







WHEREAS, pursuant to Section 7(a) of the Debentures, the Company is prohibited from entering into, creating, incurring, assuming or suffering to exist any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction on the property securing the Debentures unless the holders of at least 67% in principal amount of the then outstanding Debentures shall have otherwise given prior written consent;


 




  





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NOW THEREFORE, in consideration of the premises and mutual covenants and obligations herein set forth and for other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, accepted and agreed to, the parties hereto, intending to be legally bound, hereby agree as follows:







Agreement







1.   Consent of Holders.  Each Holder hereby consents to the New Offering for all purposes under the Purchase Agreement and the Debentures, including Section 5.5 of the Purchase Agreement and Section 7(a) of the Debentures.







2.   Grant of Lien on Additional Collateral.  The Company hereby grants Holders a first priority lien in the Additional Collateral as security for the obligations of the Company under the Debentures and the New Debentures, to be reflected in appropriate Security Documents.  The Company agrees to use reasonable best efforts to execute and record such Security Documents with respect to the lien by April 15, 2012.







3.   Release of Lien on Certain Collateral.  The Holders hereby release any right or interest they may have with respect to the property described in Exhibit D hereto (the “Released Collateral”), and further agree that all references in the Debentures, the New Debentures, the Purchase Agreement, the New Purchase Agreement and this Amendment to the Collateral shall not include the Released Collateral.







4.   Agreement to Subordinate Interest in Wells.  Each Holder hereby agrees that upon completion or plugging and  abandonment of each such Well, to the extent the Wells are drilled on the Collateral, the Holders’ security interest in such Well and all Collateral located within the  spacing unit designated by the state authorities for such Well will be subordinated to the Well Lien to be granted to the New Holders, and such Holder hereby consents to the filing of a Subordination Agreement, in substantially the form attached hereto as Exhibit E, to effectuate such subordination, with such Subordination Agreement to be executed by T.R. Winston & Company, LLC as collateral agent.







5.   Amendment of Debentures.  The Debentures are hereby amended to replace Annex B with a new Annex B substantially in the form attached hereto as Exhibit F.







6.   Waiver of Preemptive Rights.  Each Holder hereby waives any and all rights it may have pursuant to Section 5 of the Amendment with respect to the New Offering.







7.   Authority.  Each Holder hereby represents and warrants that it is the true and lawful owner of the Debentures and has full power and authority to enter into this Amendment on the term set forth herein.


 




  





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8.   Further Assurances.  Holders shall from time to time execute such additional instruments and documents, take such additional actions, and give such further assurances as are or may be reasonable or necessary to implement this Amendment.


 


9.   Binding Effect.  The terms of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns.







10.   Reaffirmation of Debenture Terms.  All terms of the Debentures shall, except as amended hereby, remain in full force and effect, and are hereby ratified and confirmed.







11.   Governing Law.  This Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard for principles of conflict of laws thereof.







12.   Counterparts.  This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.







[Signature page follows]


 


 




  





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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment effective as of the date first set forth above.


 



	  	
COMPANY


	  	  
	  	
Recovery Energy, Inc.


	  	  	  
	  	
By:

	 
/s/ Roger A. Parker


	  	
Name: 

	
Roger A. Parker


	  	
Title:

	  





 



	  	
HOLDERS


	  	  
	  	
Colony Partners, a California general partnership


	  	  	  
	  	  	 
/s/ Bryan Ezralow


	  	
Name: 

	
Bryan Ezralow as Trustee of the Bryan


	  	  	
Ezralow 1994 Trust


	  	
Title:

	
Managing General Partner













	  	
Jonathan & Nancy Glaser Family Trust DTD 12/16/1998 Jonathan M. Glaser and Nancy E. Glaser TTEES


	  	  	  
	  	  	 
/s/ Jonathan Glaser


	  	
Name: 

	
Jonathan Glaser


	  	
Title: 

	
Trustee













	  	
T.R. Winston & Company, LLC


	  	  	  
	  	  	
/s/ John W. Galuchie, Jr.


	  	
Name: 

	
John W. Galuchie, Jr.


	  	
Title: 

	
President







 



	  	
Wallington Investment Holdings, Ltd.


	  	  	  
	  	  	
/s/ Michael Khoury.


	  	
Name: 

	
Michael Khoury


	  	
Title: 

	
Director







 



	  	
Steven B. Dunn and Laura Dunn Revocable Trust DTD 10/28/10, Steven B. Dunn & Laura Dunn TTEES


	  	  	  
	  	  	
/s/ Steven B. Dunn


	  	
Name: 

	
Steven B. Dunn


	  	
Title: 

	
Trustee







 




  





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EXHIBIT A







New Collateral







 



	LEASE DATE:	March 2, 2010	 	 	 	 
	LESSOR:	Anderson Livestock, Inc.	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R60W	 	B 2158, P 1303-1305	

Laramie, WY

	 
	 	Section 11: Lots 1-4	 	 	 	 
	 	Section 14: Lots 1-4	 	 	 	 
	 	Section 15: NW 	 	 	 	 
	 	Section 22: SE	 	 	 	 
	 	Section 23: North 130.00 acres of the W/2	 	 	 	 
	 	 	 	 	 	 
	 	T16N-R59W	 	B 210, P 249-252	Kimball, NE	 
	 	Section 11: Lots 1-4	 	 	 	 
	 	Section 14: Lots 1-4, less 14.5 acres	 	 	 	 
	 	Section 26: South 2/3rd and	 	 	 	 
	 	and	 	 	 	 
	 	T16N-R58W	 	 	 	 
	 	Section 17: SE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 28, 2010	 	 	 	 
	LESSOR:	Alyce Knigge	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 210, P 4-6	Kimball, NE	 
	 	Section 20: ALL	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 12, 2010	 	 	 	 
	LESSOR:	Mattson Ranch Company	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R60W	 	B 2161, P 376-378	Laramie, WY	 
	 	Section 32: NW, less a 5 acre tract in 	 	 	 	 
	 	the NWNW	 	 	 	 



 




  





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	LEASE DATE:	April 9, 2010	 	 	 	 
	LESSOR:	Thomas W. Irwin and Thomas W. Irwin Family Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R60W	 	B 2161, P 435-437	Laramie, WY	 
	 	Section 32: NW	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 17, 2010	 	 	 	 
	LESSOR:	Juanita Moffitt	 	 	 	 
	LESSEE:	

Edward Mike Davis, L.L.C.

	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R60W	 	B 2161, P 382-384	Laramie, WY	 
	 	Section 32: NE, less a 1 acre tract in the NWNE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 22, 2010	 	 	 	 
	LESSOR:	Rex E. West Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P 542-544	Kimball, NE	 
	 	Section 22: ALL	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 25, 2010	 	 	 	 
	LESSOR:	Ray Freeburg and Kathy Freeburg	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R59W	 	B 209, P 793-796	Kimball, NE	 
	 	Section 13: SW	 	 	 	 
	 	Section 25: E/2, less a 10.418 acre tract	 	 	 	 
	 	and	 	 	 	 
	 	T16N-R58W	 	 	 	 
	 	Section 23: ALL, less a 21.522 acre tract	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 22, 2010	 	 	 	 
	LESSOR:	Rex E. West Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P 548-550	Kimball, NE	 
	 	Section 26: ALL	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	February 4, 2010	 	 	 	 
	LESSOR:	Jack E. Lockwood and Joan L. Lockwood	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	 	 	 
	DESCRIPTION:	T16N-R58W	 	RECORDING:	COUNTY, STATE:	 
	 	Section 27: ALL	 	B 209, P  567-568	Kimball, NE	 



 




  





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	LEASE DATE:	January 23, 2010	 	 	 	 
	LESSOR:	Scott E. Lockwood and Susan L. Lockwood	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P 545-547	Kimball, NE	 
	 	Section 27: All	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 26, 2010	 	 	 	 
	LESSOR:	Rhonda Marie Duclo	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 210, P 1-3	Kimball, NE	 
	 	Section 29: E/2	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 25, 2010	 	 	 	 
	LESSOR:	Troy Freeburg and Loretta Freeburg	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209,  P 797-800	Kimball, NE	 
	 	Section 29: E/2	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 2, 2010	 	 	 	 
	LESSOR:	Jessen Wheat Company	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2158, P 1299-	Laramie, WY  	 
	 	Section 3: SE	 	1302 and	and	 
	 	and	 	B 210, P 79-83	Kimball, NE	 
	 	T16N-R60W	 	 	 	 
	 	Section 26: Lots 1-4, W/2W/2 	 	 	 	 
	 	Section 28: SE	 	 	 	 
	 	Section 30: E/2	 	 	 	 
	 	Section 34: ALL	 	 	 	 
	 	and	 	 	 	 
	 	T16N-R59W	 	 	 	 
	 	Section 14: 14.50 acres in Lots 1-4 in SE	 	 	 	 
	 	Section 28: SE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	July 19, 2010	 	 	 	 
	LESSOR:	Rochelle Energy Limited Partnership	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	 	 	 
	DESCRIPTION:	T15N-R60W	 	RECORDING:	COUNTY, STATE:	 
	 	Section 8: NE 	 	B 2179, P 1230	Laramie, WY	 
	 	Section 15: ALL	 	 	 	 
	 	Section 21: NE	 	 	 	 



 




  





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	LEASE DATE:	December 23, 2009	 	 	 	 
	LESSOR:	David Herman	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2149, P 503-505	Laramie, WY	 
	 	Section 9: E//2	 	 	 	 
	 	and	 	 	 	 
	 	T16N-R60W 	 	 	 	 
	 	Section 20: NE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 25, 2010	 	 	 	 
	LESSOR:	Phyllis A. Cooney Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2158, P 1292-1295	Laramie, WY	 
	 	Section 10: N/2	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 17, 2010	 	 	 	 
	LESSOR:	Emmy Lu Randol	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15 N-R60W	 	B 2158,  P 1357-1359	Laramie, WY	 
	 	Section 15: ALL	 	 	 	 
	 	Section 17: S/2	 	 	 	 
	 	Section 20: N/2	 	 	 	 
	 	Section 21: ALL	 	 	 	 















 


INSOFAR AND ONLY INSOFAR AS THE LEASES COVER THE LAND DESCRIBED IN THIS EXHIBIT "A"









  





8











  






 


EXHIBIT B







Form of 8% Senior Secured Convertible Debenture







 


 


 




 




  





9











  











EXHIBIT C







Form of Securities Purchase Agreement


 


 


 


 




 




  





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EXHIBIT D







Released Collateral


 




	LEASE DATE:	December 30, 2009	 	 	 	 
	LESSOR:	Vrtatko, Inc., a Nebraska corporation	 	 	 	 
	 	
Ellen M. Vrtatko, a widow

	 	 	 	 
	 	James F. Vrtatko, a single man	 	 	 	 
	 	Rodney J. Vrtatko, a married man	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	
Township 14 North, Range 54 West, 6th P.M.

	 	
BOOK OG 209, 

	
Kimball County, Nebraska

	 
	 	
Section 29:  W/2, W/2SE/4;

	 	PAGE 430-434	 	 
	 	
Section 30:  ALL;

	 	 	 	 
	 	
Section 31:  ALL

	 	 	 	 
	 	
Section 32:  ALL;

	 	 	 	 
	 	Section 33:  ALL	 	 	 	 
	 	 	 	 	 	 
	 	Township 13 North, Range 54 West, 6th P.M.	 	BOOK OG 209, 	Kimball County, Nebraska	 
	 	Section 5:  N/2, SW/4;	 	PAGE 430-434	 	 
	 	Section 6:  ALL;	 	 	 	 
	 	Section 7:  ALL	 	 	 	 
	 	Section 17:  SE/4;	 	 	 	 
	 	Section 22:  ALL	 	 	 	 
	 	 	 	 	 	 
	 	Township 13 North, Range 55 West, 6th P.M.	 	BOOK OG 209, 	Kimball County, Nebraska	 
	 	Section 1:  ALL;	 	PAGE 430-434	 	 
	 	Section 11:  ALL;	 	 	 	 
	 	Section 12:  ALL	 	 	 	 
	 	 	 	 	 	 
	 	Township 15 North, Range 55 West, 6th P.M.	 	BOOK OG 209, 	Kimball County, Nebraska	 
	 	Section 29:  A 3.627 acre tract in SW/4NW/4	 	PAGE 430-434	 	 
	 	Section 32:  A tract in the S/2	 	 	 	 







 


RECORDING DATA:   BOOK OG 209, PAGE 430-434   recorded December 31, 2009 at 10:29am in Kimball County, Nebraska









  





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EXHIBIT E







Form of Subordination Agreement







SUBORDINATION OF MORTGAGE







The parties listed as Lenders on the signature pages hereto (collectively, the “Lenders”) are the owners and holders of that certain indebtedness secured by the following mortgage (the “Subordinated Mortgage”):








	
Description

	
Date

	
Recorded In

	
State/County


	  	  	
Book ___, Page ___, 


Reception No. ___

	  










Recovery Energy, Inc. (the “Debtor”) has sold, executed and delivered a Senior Mortgage to ______________________ (the “Senior Lenders”), dated ___________________, recorded in Book _______, Page _______, Reception No. ____________________, of the records of _____________ County, [STATE] (the “Senior Mortgage”). The Senior Mortgage covers the lands described on Exhibit A, attached hereto (the “Mortgage Property”).












AGREEMENT







In consideration of the sum of One Dollar ($1.00), and other good and valuable consideration, cash in hand paid, the receipt and sufficiency of which are hereby acknowledged, the Lenders hereby declare and agree as follows:







1.           The Lenders hereby waive, relinquish and subordinate the priority and superiority of the liens, encumbrances and rights of the Subordinated Mortgage in favor of the Senior Mortgage, specifically only in favor of the Senior Mortgage, and only insofar as said Senior Mortgage affects property described in the Subordinated Mortgage.







2.           In the event Lender or any purchaser at a foreclosure sale succeeds to the interest of Debtor in the Mortgage Property by reason of any foreclosure of the Subordinated Mortgage or the acceptance by Lenders of a deed in lieu of foreclosure, it is agreed the Mortgage Property shall remain subject to the Senior Mortgage.  This agreement and subordination shall in no way affect or impair the rights of Lenders or their successors or assigns, to foreclose or sell under the Subordinated Mortgage in any manner prescribed by contract or law, all of the lands, hereditaments and appurtenances and estates described in the Subordinated Mortgage, subject to the rights of the Senior Lenders and their successors and assigns, under the Senior Mortgage.


 

 


3.           The agreement contained herein shall run with the land and shall be binding upon and inure to the benefit of successive owners of the Mortgage Property and lessees under the Senior Mortgage and their respective successors and assigns.


 




  





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4.           This agreement may not be modified orally or in any manner other than an agreement in writing signed on behalf of Lenders and the current holder of the Senior Mortgage at the time of the amendment.












Dated this _________ day of _____________, 2012.


 




	 	LENDERS	 
	 	 	 
	 	 	 
	 	
By: 

	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 









 


STATE OF [STATE]                                           )


)  ss.


COUNTY OF _________________                                )

















The foregoing instrument was acknowledged before me this _____ day of _________, 2012, by _____________________________, as ________________ of ______________.







Witness my hand and official seal.







My commission expires:_________________________

















____________________________


Notary Public









  





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EXHIBIT E







ANNEX B


to 8% Senior Secured Convertible Debentures


 



	  	  	  
	
LEASE DATE:

	
January 1st, 2011

	  
	
LESSOR:

	
Crossed Arrows Ranch Inc.

	  
	
LESSEE:

	
Recovery Energy, Inc.

	
COUNTY, STATE:


	 	 	

Goshen County, WY


	
DESCRIPTION:

	
Township 26 North, Range 62 West, 6th P.M.

	 
	  	
Section 1: Lots 3, 4, S/2NW/4, SW4

	  
	  	
Section 2: Lots 1-4, S/2N/2, S/2

	  
	  	
Section 3: Lots 1, 2, S/2NE/4

	  
	  	  	  
	 	 	 
	  	
Township 27 North, Range 61 West, 6th P.M.

	
Goshen County, WY


	  	
Section 31: Lots 1-4, E/2W/2

	  
	  	  	  
	 	 	 
	  	
Township 27 North, Range 62 West, 6th P.M.

	
Goshen County, WY


	  	
Section 7:    Lots 4

	  
	  	
Section 15: SW/4, N/2SE/4

	  
	  	
Section 17: SW/4NE/4, NW/4NW/4, S/2NW/4, S/2

	  
	  	
Section 18: Lots 1, 4, N/2NE/4, SE/4NE/4, E/2NW/4, NE/4SW/4,

	  
	  	
Section 19: Lot 1

	  
	  	
Section 20: NW/4NE/4, NE/4NW/4

	  
	  	
Section 21: SE/4NE/4, E/2SE/4

	  
	  	
Section 22: W/2, W/2SE/4

	  
	  	
Section 25: W/2

	  
	  	
Section 26: ALL

	  
	  	
Section 27: E/2, N/2NW/4

	  
	  	
Section 28: E/2, SE/4SW/4

	  
	  	
Section 29: S/2SW/4, SW/4SE/4

	  
	  	
Section 30: SE/4SE/4

	  
	  	
Section 32: NW/4

	  
	  	
Section 34: N/2NE/4

	  
	  	
Section 35: N/2NE/4, W/2, SE/4

	  
	  	  	  
	  	
Township 27 North, Range 63 West, 6th P.M.

	
Goshen County, WY


	  	
Section 11: SE/4SW/4, SW/4SE/4

	  
	  	
Section 12: Lot 4, S/2SW/4, SW/4SE/4

	  
	  	
Section 13: Lot 1, W/2NW/4, SW/4, SE/4SE/4

	  



 




  





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Section 14: NW/4NE/4, S/2NE/4, NE/4NW/4, N/2SE/4

	  
	  	
Section 23: E/2SE/4

	  
	  	
Section 24: N/2, SW/4

	  
	  	
Section 25: W/2

	  
	  	
Section 26: NE/4NE/4, S/2NE/4, SW/4, NW/4SE/4, S/2SE/4

	  
	  	
Section 27: S/2SE/4

	  
	  	
Containing 16,299.37 acres more or less

	  











	
LEASE DATE:

	
February 9, 2011

	  
	
LESSOR:

	
Eric Alan McCallan, a/k/a Alan Claude McCallan, dealing in his sole and separate property, and Christopher P. McCallan, a married man dealing in his sole and separate

	  
	  	  	  
	
LESSEE:

	
Recovery Energy, Inc.

	
COUNTY, STATE


	 	 	Goshen County, WY
	
DESCRIPTION:

	
Township 25 North, Range 62 West, 6th P.M.

	 
	  	
Section 07:  N2NE, SENE, NESE

	  
	  	
Section 08:  N2NW, SWNW, NWSW

	  
	  	
Section 16:  SW

	  
	  	
Section 20:  SESE, that part of NESE lying south of railroad

	  
	  	
Section 28:  SWNW, W2SW

	  
	  	
Section 29:  E2E2

	  
	  	
Section 32:  N2NE

	  
	  	
Section 26:  NW

	  
	  	  	  
	  	
Township 25 North, Range 63 West, 6th P.M.

	
Goshen County, WY


	  	
Section 18:  Lots 1, 2, 3 and 4

	  
	  	  	  
	  	
Township 25 North, Range 64 West, 6th P.M.

	
Goshen County, WY


	  	
Section 11:  W2SE

	  
	  	
Section 13:  E2, E2W2

	  
	  	
Section 14:  Lots 1, 2, 3, 5, 6, 7, W2NE, W2, NWSE

	  
	  	
Section 23:  Lots 3, 4, 7, 8, NWNE, N2NW, NWSE

	  
	  	
Section 24:  NWSW

	  
	  	  	  
	LEASE DATE:	March 2, 2010	 
	LESSOR:	Anderson Livestock, Inc.	 
	LESSEE:	Edward Mike Davis, L.L.C.	 



 



	 	 	 	

RECORDING:

	

COUNTY, STATE:

	 
	DESCRIPTION:	T16N-R60W	 	B 2158, P 1303-1305	

Laramie, WY

	 
	 	Section 11: Lots 1-4	 	 	 	 
	 	 	 	 	 	 





 




  





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	 	Section 14: Lots 1-4  	 	 	 	 
	 	Section 15: NW	 	 	 	 
	 	Section 22: SE  	 	 	 	 
	 	Section 23: North 130.00 acres of the W/2	 	 	 	 
	 	 	 	 	 	 
	 	T16N-R59W	 	B 210, P 249-252	Kimball, NE	 
	 	Section 11: Lots 1-4	 	 	 	 
	 	Section 14: Lots 1-4, less 14.5 acres	 	 	 	 
	 	Section 26: South 2/3rd	 	 	 	 
	 	and 	 	 	 	 
	 	T16N-R58W	 	 	 	 
	 	Section 17: SE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 28, 2010	 	 	 	 
	LESSOR:	Alyce Knigge	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 210, P 4-6	Kimball, NE	 
	 	Section 20: ALL	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 12, 2010	 	 	 	 
	LESSOR:	Mattson Ranch Company	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R60W	 	B 2161, P 376-378	Laramie, WY	 
	 	Section 32: NW, less a 5 acre tract in 	 	 	 	 
	 	the NWNW	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	April 9, 2010	 	 	 	 
	LESSOR:	Thomas W. Irwin and Thomas W. Irwin Family Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R60W	 	B 2161, P 435-437	Laramie, WY	 
	 	Section 32: NW	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 17, 2010	 	RECORDING:	COUNTY, STATE:	 
	LESSOR:	Juanita Moffitt	 	B 2161, P 382-384	Laramie, WY	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	 	 	 
	DESCRIPTION:	T16N-R60W	 	 	 	 
	 	Section 32: NE, less a 1 acre tract in the NWNE	 	 	 	 



 




  





16











  






 


	LEASE DATE:	January 22, 2010	 	 	 	 
	LESSOR:	Rex E. West Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P 542-544	Kimball, NE	 
	 	Section 22: ALL	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 25, 2010	 	 	 	 
	LESSOR:	Ray Freeburg and Kathy Freeburg	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R59W	 	B 209, P 793-796	Kimball, NE	 
	 	Section 13: SW	 	 	 	 
	 	Section 25: E/2, less a 10.418 acre tract	 	 	 	 
	 	and  	 	 	 	 
	 	T16N-R58W	 	 	 	 
	 	Section 23: ALL, less a 21.522 acre tract	 	 	 	 











	
LEASE DATE:

	January 22, 2010	 	 	 	 
	LESSOR:	Rex E. West Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P 548-550	Kimball, NE	 
	 	Section 26: ALL	 	 	 	 





 




	LEASE DATE:	February 4, 2010	 	 	 	 
	LESSOR:	Jack E. Lockwood and Joan L. Lockwood	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P  567-568	Kimball, NE	 
	 	Section 27: ALL	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 23, 2010	 	 	 	 
	LESSOR:	Scott E. Lockwood and Susan L. Lockwood	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209, P 545-547	Kimball, NE	 
	 	Section 27: All	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 26, 2010	 	 	 	 
	LESSOR:	Rhonda Marie Duclo	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 





 




  





17











  









 



	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 210, P 1-3	Kimball, NE	 
	 	Section 29: E/2	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	January 25, 2010	 	 	 	 
	LESSOR:	Troy Freeburg and Loretta Freeburg	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T16N-R58W	 	B 209,  P 797-800	Kimball, NE	 
	 	Section 29: E/2	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 2, 2010	 	 	 	 
	LESSOR:	Jessen Wheat Company	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2158, P 1299-1302 	Laramie, WY	 
	 	Section 3: SE	 	and	and	 
	 	and	 	B 210, P 79-83	Kimball, NE	 
	 	T16N-R60W	 	 	 	 
	 	Section 26: Lots 1-4, W/2W/2	 	 	 	 
	 	Section 28: SE	 	 	 	 
	 	Section 30: E/2  	 	 	 	 
	 	Section 34: ALL	 	 	 	 
	 	and	 	 	 	 
	 	T16N-R59W 	 	 	 	 
	 	Section 14: 14.50 acres in Lots 1-4 in SE	 	 	 	 
	 	Section 28: SE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	July 19, 2010	 	 	 	 
	LESSOR:	Rochelle Energy Limited Partnership	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2179, P 1230	Laramie, WY	 
	 	Section 8: NE	 	 	 	 
	 	Section 15: ALL  	 	 	 	 
	 	Section 21: NE	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	December 23, 2009	 	 	 	 
	LESSOR:	David Herman	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2149, P 503-505	Laramie, WY	 
	 	Section 9: E//2	 	 	 	 
	 	and 	 	 	 	 
	 	T16N-R60W	 	 	 	 
	 	Section 20: NE	 	 	 	 



 




  





18











  






 


	 	 	 	 	 	 
	LEASE DATE:	January 25, 2010	 	 	 	 
	LESSOR:	Phyllis A. Cooney Trust	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2158, P 1292-1295	Laramie, WY	 
	 	Section 10: N/2	 	 	 	 
	 	 	 	 	 	 
	LEASE DATE:	March 17, 2010	 	 	 	 
	LESSOR:	Emmy Lu Randol	 	 	 	 
	LESSEE:	Edward Mike Davis, L.L.C.	 	 	 	 
	 	 	 	RECORDING:	COUNTY, STATE:	 
	DESCRIPTION:	T15N-R60W	 	B 2158,  P 1357-1359	Laramie, WY	 
	 	Section 15: ALL	 	 	 	 
	 	Section 17: S/2	 	 	 	 
	 	Section 20: N/2	 	 	 	 
	 	Section 21: ALL	 	 	 	 







 






INSOFAR AND ONLY INSOFAR AS THE LEASES COVER THE LAND DESCRIBED IN THIS EXHIBIT "A"


 


 


 


 


 


19