Exhibit 10.2


 


FOURTH AMENDMENT TO FORBEARANCE AGREEMENT


 


THIS FOURTH AMENDMENT TO
FORBEARANCE AGREEMENT (this “Amendment”) is dated June 22, 2016, and amends that certain Forbearance Agreement
dated November 24, 2015 (as previously amended, the “Forbearance Agreement”) by and among (i) Brushy Resources,
Inc. (f/k/a Starboard Resources, Inc.), a Delaware corporation (“Borrower”), (ii) ImPetro Resources, LLC,
a Delaware limited liability company (“ImPetro Resources”), (iii) ImPetro Operating, LLC, a Delaware limited
liability company (collectively with ImPetro Resources, the “Guarantors” and each a “Guarantor”),
and (iv) Independent Bank, a Texas state bank (“Lender”). Capitalized terms used but not defined herein have
the meaning given such terms in the Forbearance Agreement, if defined therein, and if not defined in the Forbearance Agreement,
then have the meaning given such terms in the Credit Agreement (as defined below).


 


RECITALS:


 


WHEREAS, the Borrower,
the Guarantors and the Lender entered into the Forbearance Agreement to set forth certain terms and conditions upon which the Lender
would agree to forbear from exercising certain remedies available to it with respect to various Forbearance Defaults described
in the Forbearance Agreement, which had occurred in connection with that certain Credit Agreement dated June 27, 2013 between the
Borrower and the Lender (as previously amended, the “Credit Agreement”);


 


WHEREAS, pursuant to the
Third Amendment to Forbearance Agreement, the Forbearance Expiration Date was extended to June 15, 2016 (or such earlier date on
which a Critical Default occurred);


 


WHEREAS, the Borrower has
requested that the Lender grant its consent for the Borrower to proceed with a merger with a wholly owned subsidiary of Lilis Energy,
Inc. (the “Lilis Merger”), for the Borrower’s conveyance of its Oil and Gas Properties in the Giddings
Field to the Second Lien Lender in full satisfaction of the Second Lien Obligations (the “Second Lien Satisfaction”),
and for the extension of the period during which the Lender will forbear from exercising its remedies to December 15, 2016; and


 


WHEREAS, the Borrower has
advised the Lender that prior to or substantially contemporaneously with the closing of the Lilis Merger, Lilis’s indebtedness
to Heartland Bank will be terminated and deemed satisfied in full, and the Second Lien Satisfaction will occur; and


 


WHEREAS, the Lender has
agreed to grant its consent and extend the term of its forbearance under the terms and conditions set forth herein;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants made herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower, the Guarantors and the Lender agree as follows:


 




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1.          The
following definitions are hereby added to Section 4.1.1 of the Forbearance Agreement, and thereby, also to Section 1.1
of the Credit Agreement, in the proper alphabetical order:


 


“Fourth
Amendment to Forbearance Agreement” means the Fourth Amendment to Forbearance Agreement dated June 22, 2016 by and among
the Borrower, the Guarantors and the Lender, amending the Forbearance Agreement.


 


“Lilis”
means Lilis Energy, Inc., a Nevada corporation.


 


“Lilis
Merger” means the merger of the Borrower and a wholly-owned subsidiary of Lilis, which is anticipated to occur on or
about June 24, 2016.


 


“Post-Closing
Deadline” means the date that is the earlier of (i) the first Business Day following the date on which the Lilis Merger
is consummated or (ii) June 28, 2016.


 


2.          The
following definitions located in Section 4.1.1 of the Forbearance Agreement and Section 1.1 of the Credit Agreement
are hereby amended and restated in their respective entireties as follows:


 


“Critical
Default” means any of the following:


 


(a)          the
occurrence of an Event of Default under Section 8.1.4 or Section 8.1.5 of the Credit Agreement;


 


(b)          the
Borrower shall fail to observe or perform any covenant or agreement contained in Section 2.3, Section 2.6.2, Section
2.6.4, Section 2.6.5, Section 2.6.7, Section 2.10 or Section 2.15 of the Forbearance Agreement;


 


(c)          the
Borrower shall fail to observe or perform any covenant or agreement contained within Section 2.6.6 of the Forbearance Agreement,
and such failure is not cured within five (5) Business Days. Notwithstanding the foregoing, the Borrower shall not be permitted
to cure a failure in respect of Section 2.6.6 more than three (3) times from the date of the Fourth Amendment through the
Scheduled Maturity Date;


 


(d)          the
Borrower shall fail to observe or perform any covenant or agreement contained in the Forbearance Agreement other than those contemplated
by clause (b) or clause (c) preceding or clause (g) below, and such failure is not cured within thirty (30)
days;


 


(e)          the
Borrower or any Entity Guarantor shall fail to observe or perform any covenant or agreement contained in Section 7.6.2 or
Section 7.7 of the Credit Agreement;


 


(f)          any
action, suit or proceeding shall be instituted (other than by the Lender) which (i) relates to the Credit Agreement and names the
Lender as a party, or (ii) prohibits or restricts the consummation of the Lilis Merger;


 




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(g)          any
of the conditions to forbearance set forth in paragraph 12 of the Fourth Amendment to Forbearance Agreement shall not be
satisfied by the applicable due date therefor; or


 


(h)          the
Borrower or Lilis makes any payment in respect of the subordinated Debt referenced in Section 7.6.2(ii)(c) or (d) of the
Credit Agreement prior to the repayment in full of the Obligations.


 


“Scheduled
Maturity Date” means December 15, 2016.


 


3.          The
following definitions are hereby added to Section 4.1.2 of the Forbearance Agreement, and thereby, the definitions of such
terms contained within Section 1.1 of the Credit Agreement are hereby amended and restated in their respective entireties
as follows:


 


“Change of Control
Event” means (i) prior to giving effect to the Lilis Merger, (a) the failure of SOSventures to own at least 50% of every
class of Equity Interests of the Borrower or (b) the failure of Michael J. Pawelek (or a successor acceptable to the Lender) to
be an executive officer of the Borrower or Lilis, and (ii) after giving effect to the Lilis Merger, any of the following events:
(a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or
shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will
result in its or their acquisition of or control over, voting stock of Lilis (or other securities convertible into such voting
stock) representing 30% or more of the combined voting power of all voting stock of Lilis; (b) Lilis ceases to own, directly
or indirectly, 100% of the Equity Interests of Borrower; or (c) Michael J. Pawelek (or a successor acceptable to the Lender) ceases
to be an executive officer of the Borrower or Lilis. As used herein, “beneficial ownership” shall have the meaning
provided in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934.


 


“Floating Rate”
means for any day a per annum interest rate equal to the higher of (i) the sum of three percent (3.00%) plus the WSJ Rate
from time to time in effect or (ii) six and one-half percent (6.50%).


 


“WSJ Rate”
means, on any day, the U.S. prime rate as published in The Wall Street Journal’s Money Rates table for such
day. If multiple prime rates are quoted in such table, then the highest U.S. prime rate quoted therein shall be the prime rate.
In the event that a U.S. prime rate is not published in The Wall Street Journal’s Money Rates table for any
reason or The Wall Street Journal is not published that day in the United States of America for general distribution, the
Lender will choose a substitute U.S. prime rate, for purposes of calculating the interest rate applicable hereunder, which is based
on comparable information, until such time as a U.S. prime rate is published in The Wall Street Journal’s Money
Rates table. Each change in the WSJ Rate shall become effective without notice to the Borrower on the effective date of each
such change.


 


4.          Section
2.3 of the Forbearance Agreement is hereby amended and restated in its entirety to read as follows:


 




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“2.3          Interest.
Notwithstanding the provisions of Section 2.5.2 of the Credit Agreement or any other provision of the Loan Documents
to the contrary, during the Forbearance Period, accrued interest on the Loans shall be payable in accordance with this Section
2.3. Pursuant to Section 3.3 of the Credit Agreement, the Lender hereby waives accrual of interest at the Default Rate
for the period commencing with June 16, 2016 and ending on the Forbearance Expiration Date, during which period interest shall
accrue at the Floating Rate (as adjusted pursuant to the Fourth Amendment to Forbearance Agreement). All accrued, unpaid interest
on the Loans shall be payable in arrears on the first day of each calendar month. The Borrower hereby authorizes and instructs
the Lender to debit each required interest payment on the due date therefor from the Borrower’s operating account maintained
with the Lender to satisfy such payment obligation. All outstanding accrued, unpaid interest on the Loans, if any, shall be due
and payable on the earliest to occur of (i) the Forbearance Expiration Date, (ii) the full refinancing of the Debt evidenced by
the Note or (iii) the date of the first disposition of Oil and Gas Properties of the Borrower occurring on or after the date of
the Fourth Amendment to Forbearance Agreement.”


 


5.          Section
2.5.1 of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


 


“2.5.1          [Reserved]”


 


6.          Section
2.6.2 of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


 


“2.6.2          During
the Forbearance Period, cash flow from the Borrower’s Oil and Gas Properties may be used solely for the purposes of (i) paying
the Obligations (including accrued interest, outstanding principal, legal fees and expenses incurred by the Lender and other fees
and expenses payable under the Loan Documents to the Lender), (ii) paying lease operating expenses and amounts due to the Borrower’s
critical vendors that are identified on Exhibit D, (iii) paying the Borrower’s past due accounts payable, (iv) paying
the Borrower’s general and administrative expenses incurred in the ordinary course of business which are reflected in the
applicable monthly report furnished to the Lender in accordance with Section 2.6.1 of this Agreement (which may include,
without limitation, payroll expenses and taxes, fees and assessments due to governmental authorities, each in the ordinary course
of business), (v) paying other expenses for which the Lender has granted its prior written consent, which may be granted or withheld
in the Lender’s sole discretion, and (vi) drilling and completing new oil and gas wells. In no event will the Borrower use
its funds or assets for the purpose of making distributions to the owners of its Equity Interests.”


 


7.          A
new Section 2.6.4, a new Section 2.6.5, a new Section 2.6.6 and a new Section 2.6.7 are hereby
added to the end of Section 2.6 of the Forbearance Agreement to read as follows:


 


“2.6.4          Not
later than the date that is 60 days following the date of the Fourth Amendment to Forbearance Agreement, the Borrower and Lilis
will (a) pay or otherwise satisfy all accounts payable of either of them that are more than 60 days past due, and (b) furnish to
the Lender a detailed listing of the aging of all accounts payable of each of Brushy and Lilis together with a written certification
of Ron Ormand (or a successor acceptable to the Lender) that such listings are true, correct and complete and that neither the
Borrower nor Lilis has any accounts payable that are more than 60 days past due.


 




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2.6.5          Not
later than the date that is 45 days following the date of the Fourth Amendment to Forbearance Agreement, the Borrower will furnish
to the Lender evidence satisfactory to the Lender that Lilis has received at least $2,000,000 in equity contributions (in
addition to those contributed to Lilis prior to the date of the Fourth Amendment to Forbearance Agreement and those contemplated
by paragraph 12(c)(i) of the Fourth Amendment to Forbearance Agreement) and that such funds have been deposited into the
Lilis Operating Account and are available for immediate use.


 


2.6.6          Not
later than Wednesday of each week during the Forbearance Period, the Borrower will furnish to the Lender a detailed report
of all payments and other withdrawals from the A/P Accounts and the CapEx Account (each as defined below) for the immediately preceding
week, including the date, amount and payee of each such payment, with each such report to be certified as to completeness and accuracy
by Ron Ormand (or a successor acceptable to the Lender).


 


2.6.7          Not
later than the Post-Closing Deadline, the Borrower shall deliver to Lender evidence reasonably satisfactory to the Lender that:


 


(a)          the
Borrower’s merger with a wholly owned subsidiary of Lilis has been consummated;


 


(b)          all
Second Lien Obligations have been deemed satisfied in full by the Borrower’s conveyance of its Oil and Gas Properties located
in the Giddings Field to the Second Lien Lender, and the Second Lien Lender has released (or made arrangements acceptable to the
Lender for the release of) all of its Liens on the Borrower’s Oil and Gas Properties; and


 


(c)          the
Borrower has deposited or caused to be deposited amounts in immediately available funds into its and Lilis’s accounts maintained
with the Lender in at least the following amounts:


 


(i)          Brushy
A/P Account - $3,000,000


 


(ii)          Lilis
A/P Account - $1,000,000


 


(iii)         Brushy
Operating Account - $1,000,000


 


(iv)        CapEx
Account - $2,000,000.”


 


8.          Section
2.10 of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


 




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“2.10          Collateral
Matters. Not later than thirty (30) days following the date of the Fourth Amendment to Forbearance Agreement, the Borrower
shall (a) furnish to the Lender an engineering report prepared by Kent Lina covering Lilis’s Oil and Gas Properties and containing
such reserve, projection, pricing and other information as the Lender may reasonably request and that is otherwise prepared in
accordance with the standards of the Society of Petroleum Engineers, and (b) cause to be executed and furnished to the Lender such
security agreements, Mortgages, certificates and other documents and instruments in such number of original counterparts and in
such form as the Lender may request in order to (i) create a Lien in favor of the Lender on all of Lilis’s real and
personal property, including without limitation its Oil and Gas Properties, and (ii) certify the ownership interests held by Lilis
in its Oil and Gas Properties and the purchasers and operators of those Oil and Gas Properties. Not later than thirty (30)
days following the date of the Fourth Amendment to Forbearance Agreement, the Borrower shall cause to be furnished to the Lender
such title data and documentation as may be necessary in the discretion of the Lender to confirm Lilis’s ownership of its
Oil and Gas Properties. In addition, promptly, but in any event within ten (10) days following each request therefor, the Borrower
shall furnish to the Lender such additional Mortgages, amendments to Mortgage and title data and documentation as the Lender may
request from time to time to maintain Mortgages on Oil and Gas Properties utilized in the most recent determination of the Borrowing
Base having an aggregate PW Value of at least 80% of the PW Value of all such Oil and Gas Properties and to confirm the Borrower’s
title to such Oil and Gas Properties.”


 


9.          A
new Section 2.15 is hereby added to the end of Article 2 of the Forbearance Agreement to read as follows:


 


“2.15          Borrower
Accounts. The Borrower and Lilis shall collectively and continuously maintain no fewer than five separate banking accounts
with the Lender, each to be funded and maintained in accordance with this Section 2.15. The Borrower’s existing account
number 1000496065 maintained by the Borrower with the Lender is referred to herein as the “Brushy Operating Account.”
Not later than June 23, 2016, Lilis shall complete the Lender’s documentation as needed to finalize the opening of account
number 1000739944 for the purpose of facilitating payment of the Borrower’s accounts payable (the “Brushy A/P Account”),
the opening of account number 1000739969 for the purpose of facilitating payment of drilling and workover expenses associated with
the Borrower’s and Lilis’s Oil and Gas Properties and for their other capital expenditure needs (the “CapEx
Account”), the opening of account number 1000739951 for the purpose of facilitating payment of Lilis’s accounts
payable (the “Lilis A/P Account,” and collectively with the Brushy A/P Account, the “A/P Accounts”)
and account number 1000739977 for the purpose of facilitating payment of Lilis’s general operating needs (the “Lilis
Operating Account,” and collectively with the Brushy Operating Account, the “Operating Accounts”).
The Borrower and Lilis shall deposit the amounts into the Brushy Operating Account, the A/P Accounts and the CapEx Account by the
deadline specified therefor in Section 2.6.7 of this Agreement. In addition, from and after the date of the Fourth Amendment
to Forbearance Agreement, Lilis shall cause all revenues attributable to proceeds of production from its Oil and Gas Properties
to be deposited into the Lilis Operating Account. If the requirements in Section 2.6.4 of this Agreement are fully and timely
satisfied and any amounts remain in either A/P Account as of the date the Lender receives the report required by Section 2.6.4,
then following a written request from the Borrower or Lilis, as applicable, the remaining balance in the applicable A/P Account(s)
may be transferred to either Operating Account and used for general company purposes (subject to the limitations in Section
2.6.2 of this Agreement). Except as contemplated by the immediately preceding sentence, the amounts in each of the A/P Accounts
and the CapEx Account shall be used solely for the purpose designated herein for such account. In no event shall any funds be deposited
into either A/P Account, either Operating Account or the CapEx Account that are owned by or otherwise attributable to any party
other than Brushy or Lilis.”


 




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10.          A
new Section 4.2 and a new Section 4.3 are hereby added to the end of Article 4 of the Forbearance Agreement
to read as follows:


 


“4.2          Other
Debt. Clause (ii) of Section 7.6.2 of the Credit Agreement is hereby amended and restated in its entirety as
follows:


 


“(ii)          No
Entity Guarantor will create, incur or suffer to exist any Debt, except without duplication (a) Debt to the Lender, (b) other Permitted
Indebtedness, (c) with respect to Lilis, unsecured Debt to SOSV Investments, LLC in a principal amount not to exceed $1,000,000
for which no scheduled maturity of principal occurs prior to the date that is 180 days following the Scheduled Maturity Date and
(d) other existing unsecured subordinated Debt of Lilis which, from and after the consummation of the Lilis Merger, is in an aggregate
principal amount of not more than $2,100,000.”


 


4.3          Events
of Default. A new clause (iii) is hereby added to the end of Section 8.1.2 of the Credit Agreement to read
as follows:


 


“(iii)          any
Critical Default (as defined in the Forbearance Agreement) shall occur.”


 


11.          Section
5.1.1 of the Forbearance Agreement is hereby amended and restated in its entirety as follows:


 


“5.1.1          The
Lender agrees to forbear from exercising its remedies to collect the Obligations or to enforce the Security Documents, including
without limitation its right to otherwise offset amounts in the Brushy A/P Account, the Lilis A/P Account, the CapEx Account and
the Operating Accounts; provided, however, that the foregoing shall not, and shall not be construed as, (i) restricting
the Lender’s ability to debit any such account to the extent provided in Section 2.3 of this Agreement or pursuant
to other written approval of the Borrower or Lilis, or (ii) limiting the Lender’s right to make adjustments to such accounts
for amounts deposited to any such account that are returned unpaid, whether for insufficient funds or for any other reason, funds
advanced for overdrafts from any such account, the Lender’s usual and customary charges for services rendered in connection
with the accounts, or obligations and liabilities arising out of any cash management or deposit services provided by the Lender
or third-party vendors in connection with the accounts, including without limitation Automated Clearing House transactions.”


 


12.          Conditions
to Forbearance. The effectiveness of the agreements of the Lender set forth in Section 5.1 of the Forbearance Agreement
is subject to the timely prior satisfaction of each of the following conditions:


 




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(a)          Not
later than the date of this Amendment, the Lender shall have received the following documents, all in form and substance satisfactory
to the Lender and duly executed by each party thereto:


 


(i)          a
counterpart of this Amendment duly executed by the Borrower and the Guarantors.


 


(ii)          a
Guaranty executed by Lilis.


 


(iii)          an
omnibus certificate executed by an authorized officer of Lilis to which is attached (a) an incumbency certificate for all officers
who will be authorized to execute the Guaranty or any other Loan Documents (as applicable) on behalf of Lilis, (b) resolutions
authorizing Lilis’s execution and delivery of its Guaranty, and (c) copies of the governing documents of Lilis as amended
and currently in effect.


 


(iv)          Properly
completed and executed Compliance Certificates for the fiscal quarters of the Borrower ended September 30, 2015, December 31, 2015
and March 31, 2016.


 


(b)          Not
later than June 24, 2016, the Lender shall have received the following payments and reimbursements in immediately available funds:


 


(i)          a
payment for application to the principal balance of the Loans in an amount not less than $6,000,000.


 


(ii)          reimbursement
of all estimated legal fees and expenses incurred by the Lender in connection with the credit facility between the Borrower and
the Lender and the forbearance terms negotiated and documented in connection therewith, which estimated total amount is equal to
$36,000.


 


(iii)          payment
of an amendment fee in respect of the extensions and modifications granted in the Fourth Amendment to Forbearance Agreement in
the amount of $25,000.


 


(c)          Not
later than the date of this Amendment, the Lender shall have received each of the following, all satisfactory in form and substance
to the Lender:


 


(i)          Evidence
that Lilis has received at least $17,000,000 in equity contributions and that Lilis’s bank accounts have an aggregate balance
of immediately available funds at least equal to $17,000,000 (which, for avoidance of doubt, may be used to satisfy the payments
and deposits contemplated by clause (b) preceding and Section 2.6.7 of the Forbearance Agreement).


 


(ii)          Evidence
satisfactory to the Lender that Lilis’s indebtedness to Heartland Bank has been or substantially contemporaneously with the
closing of the Lilis Merger will be repaid in full, that the credit agreement between Lilis and Heartland Bank has been or so will
be terminated and that all Liens on Lilis assets in favor of Heartland Bank have been or substantially contemporaneously with the
closing of the Lilis Merger will be released.


 




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(iii)          The
results of searches of the UCC records of the applicable jurisdictions from a source acceptable to the Lender reflecting no Liens
against any of Lilis’s property other than Permitted Liens or Liens in favor of Heartland Bank that are being released substantially
contemporaneously with the closing of this Amendment.


 


(d)          Not
later than October 31, 2016, the Borrower shall furnish to the Lender evidence satisfactory to the Lender that the Borrower and
Lilis have collectively made capital expenditures in respect of Oil and Gas Properties that are subject to the Mortgages in an
aggregate amount of not less than $1,300,000 since the date of this Amendment.


 


(e)          The
representations and warranties of the Borrower and the Guarantors contained in this Amendment are true and correct in all material
respects on and as of the date of this Amendment.


 


(f)          The
consummation of this Amendment does not contravene, violate, or conflict with any Requirements of Law.


 


(g)          All
matters incident to the consummation of this Amendment are satisfactory to the Lender.


 


13.          Consent
and Waiver.


 


(a)          The
Lender consents to the Borrower’s conveyance of its Oil and Gas Properties located in the Giddings Field to the Second Lien
Lender in full and complete satisfaction of all Second Lien Obligations substantially contemporaneously with the closing
of the Lilis Merger, but in any event not later than the Post-Closing Deadline. Following the Lender’s receipt of evidence
reasonably satisfactory to the Lender that all Second Lien Obligations have been timely rendered satisfied in full as a result
thereof, the Lender will furnish to the Borrower or its designee original releases of Liens with respect to the Giddings Field
in the form agreed among the Borrower and the Lender prior to the execution of this Amendment. The Lender grants a one-time waiver
of Section 7.6.4 and Section 7.9.2 of the Credit Agreement to the limited extent necessary to enable such property
transfer and satisfaction of Second Lien Obligations.


 


(b)          Subject
to the Lender’s prior receipt of evidence satisfactory to the Lender that the conditions set forth in paragraph 12(c)(ii)
and (iii) of this Amendment have been, or substantially contemporaneously with the closing of the Lilis Merger, will be satisfied,
the Lender consents to the consummation of the Lilis Merger on or before June 28, 2016, and grants a one-time waiver of Section
7.9.1(i) and Section 8.1.12 of the Credit Agreement to the limited extent necessary to enable such merger.


 


14.          No
Waiver. No Forbearance Defaults or other Events of Default are being waived hereby, and all such Forbearance Defaults and other
Events of Default which exist on the date of this Amendment shall continue to exist unless waived in writing by the Lender after
the date of execution of this Amendment.


 




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15.          Representations
and Warranties.


 


(a)          Each
of the Borrower and the Guarantors hereby represents and warrants to the Lender, with the intention that the Lender shall rely
thereon without any investigation or verification by the Lender or its counsel, that this Amendment has been duly executed and
delivered on behalf of the Borrower and the Guarantors, and that the execution, delivery and performance of this Amendment has
been duly authorized by all necessary action on the part of the Borrower and the Guarantors. The Borrower acknowledges, represents
and warrants that it will automatically continue to be bound by the Credit Agreement and the Forbearance Agreement after the consummation
of the Lilis Merger.


 


(b)          By
its execution of the acknowledgement hereof, Lilis represents and warrants to the Lender, with the intention that the Lender shall
rely thereon without any investigation or verification by the Lender or its counsel, that this Amendment has been duly executed
and delivered on behalf Lilis, and that the execution, delivery and performance of this Amendment has been duly authorized by all
necessary action on the part of Lilis.


 


16.          Further
Assurances. The Borrower and the Guarantors hereby agree to execute and deliver any and all documents, instruments and agreements,
and to take such other actions, as the Lender may reasonably require to effect the transactions and arrangements contemplated by
this Amendment.


 


17.          Amendments
and Waivers. Any provision of this Amendment may be amended or waived (either generally or in a particular instance and either
retroactively or prospectively) by a written instrument signed by each party hereto. Delivery of an executed counterpart of such
written instrument by telecopy, e-mail, facsimile or other electronic means shall be effective delivery of a manually executed
counterpart of such written instrument.


 


18.          Highest
Lawful Interest Rate. Nothing in the Forbearance Agreement, as amended hereby, shall be construed or interpreted to be in violation
of Section 9.2 of the Credit Agreement.


 


19.          Expenses.
The Borrower agrees to pay the expenses of the Lender incurred in connection with the preparation and negotiation of this Amendment
in accordance with Section 9.4 of the Credit Agreement.


 


20.          Conditions
Precedent for the Benefit of Lender. All of the conditions precedent to the obligations of the Lender set forth in this Amendment
are solely for the benefit of the Lender, and no Person other than the Lender may rely thereon or insist on compliance therewith.


 


21.          GOVERNING
LAW. This Amendment has been negotiated, is being executed and delivered, and will be performed in whole or in part, in the
State of Texas. This Amendment and any litigation between the parties (whether grounded in contract, tort, statute, law or equity)
shall be governed by, construed in accordance with, and interpreted and enforced pursuant to the Laws of the State of Texas (and
the applicable federal Laws of the United States of America) without giving effect to its choice of law principles.


 




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22.          NO
DEFENSES OF BORROWER OR GUARANTORS. The Borrower and the Guarantors each stipulate, warrant, represent and agree that, as of
the date of this Amendment, it has no defenses against its obligations to pay any of the Obligations or to pay its Guaranty, as
applicable, or to pay any other amount due and owing to the Lender pursuant to the Loan Documents. The Borrower and the Guarantors
each acknowledge, warrant and agree that the Lender has acted in good faith in all respects as to the Loan Documents and this Amendment,
and has conducted in a commercially reasonable manner its relationship with the Borrower and the Guarantors in connection with
the Loan Documents and this Amendment, and the Borrower and the Guarantors hereby waive and release any claims to the contrary.


 


23.          RELEASE
OF CLAIMS. The Borrower and the Guarantors, each
for itself, its successors and assigns, and all those at interest therewith (collectively, the “Releasing
Parties”), jointly and severally, hereby voluntarily and forever, RELEASE, DISCHARGE
AND ACQUIT the Lender and its officers, directors, shareholders, employees, agents, counsel, successors, assigns, representatives,
affiliates and insurers (sometimes referred to below collectively as the “Released Parties”)
and all those at interest therewith of and from any and all claims, causes of action, liabilities, damages, costs (including, without
limitation, attorneys’ fees and all costs of court or other proceedings), and losses of every kind or nature at this time
known or unknown, direct or indirect, fixed or contingent, which the Releasing Parties have or hereafter may have arising out of
any act, occurrence, transaction or omission occurring from the beginning of time to the date of this Amendment if related to the
Note, the Credit Agreement or the other Loan Documents or any actions taken by any of the Released Parties in connection therewith
(the “Released Claims”), except the future duties and obligations of
the Lender under the Loan Documents and the future rights of the Borrower and the Guarantors to their respective funds on deposit
with the Lender shall not be included in the term Released Claims. IT IS THE EXPRESS INTENT OF THE RELEASING PARTIES
THAT THE RELEASED CLAIMS SHALL INCLUDE ANY CLAIMS OR CAUSES OF ACTION ARISING FROM OR ATTRIBUTABLE TO THE NEGLIGENCE, GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES. The release of claims set forth in
this paragraph 23 is a material inducement to the Lender’s willingness to enter in this Amendment and extend the Forbearance
Period.


 


24.          Access
to Counsel; Understanding of Terms; No Commitment to Renew. By execution of this Amendment, each of the Borrower and the Guarantors
severally (but not jointly) warrants and represents to the Lender that (i) it was represented by (or had the opportunity to be
represented by) counsel of its own selection; (ii) it understands the terms of this Amendment; and (iii) there is no commitment
of the Lender or any other party for a renewal, extension, or modification of the Credit Agreement, the Note or the Forbearance
Agreement in the future on any terms whatsoever. This Amendment has been reviewed and negotiated by sophisticated parties with
access to legal counsel, and no rule of construction shall apply hereto or thereto which would require or allow this Amendment
to be construed against any party because of its role in drafting this Amendment.


 


25.          Conditions
to Effectiveness. This Amendment shall be effective upon its execution by the Borrower, the Guarantors and the Lender and the
receipt thereof by the Lender.


 




    	- 11 - 



     


    

 


26.          Counterparts.
This Amendment may be executed in a number of counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy,
e-mail, facsimile or other electronic means shall be effective as a delivery of a manually executed counterpart of this Amendment.


 


27.          Effect.
This Amendment is one of the Loan Documents. Except as expressly provided hereby, the Credit Agreement, the Forbearance Agreement
and the other Loan Documents shall remain unchanged and in full force and effect.


 


[Signature page follows]


 




    	- 12 - 



     


    

 


ENTIRE AGREEMENT. THE FORBEARANCE
AGREEMENT, AS AMENDED BY THIS AMENDMENT, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT
HEREOF AND SHALL SUPERSEDE ANY PRIOR AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT HEREOF.
FURTHERMORE, IN THIS REGARD, THIS FORBEARANCE AGREEMENT, AS AMENDED BY THIS AMENDMENT, REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG SUCH PARTIES.


 


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


 


	 	BORROWER:
	 	BRUSHY RESOURCES, INC.
	 	 
	 	By: 	/s/Michael J. Pawelek
	 	Name: Michael J. Pawelek
	 	Title:  Chief Executive Officer
	 	 
	 	GUARANTORS:
	 	IMPETRO RESOURCES, LLC
	 	 
	 	By: 	/s/Michael J. Pawelek
	 	Name: Michael J. Pawelek
	 	Title: President and Chief Executive Officer
	 	 
	 	IMPETRO OPERATING, LLC
	 	 
	 	By: 	/s/Michael J. Pawelek
	 	Name: Michael J. Pawelek
	 	Title: Chief Executive Officer


 


[Signature pages continue]


 


	 	
        Signature Page to Brushy Resources, Inc.

        Fourth Amendment to Forbearance Agreement

        (Independent Bank)
	 


 




     


     


    

 


	 	LENDER:
	 	INDEPENDENT BANK
	 	 
	 	By: 	/s/John E. Davis
	 	Name: John E. Davis
	 	Title: Executive Vice President


 


	 	
        Signature Page to Brushy Resources, Inc.

        Fourth Amendment to Forbearance Agreement

        (Independent Bank)
	 


 




     


     


    

 


Executed and agreed for purposes of being bound by the provisions
of the foregoing Amendment which pertain to Lilis Energy, Inc.:


 


		LILIS ENERGY, INC.
	 	 
	 	By: 	/s/Ronald D. Ormand
	 	 	Ronald D. Ormand
	 	 	Chairman of the Board of Directors


 


	 	
        Signature Page to Brushy Resources, Inc.

        Fourth Amendment to Forbearance Agreement

        (Independent Bank)