Initial Borrowing Base. For the period from and including the Closing Date to but excluding the first date on which a redetermined or adjusted Borrowing Base becomes effective pursuant to [Section 2.4(d)], the amount of the Borrowing Base shall be $25,000,000. The Borrowing Base is subject to periodic redeterminations, mandatory reductions and further adjustments from time to time pursuant to this Agreement.

Initial Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a Eurocurrency Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in [Section 5.9] of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.

Initial Term Loan. The Borrower shall repay the aggregate outstanding principal amount of the Initial Term Loan in consecutive quarterly installments on the last Business Day of each of March,

Initial Equity Awards. As a material inducement to the Executive’s accepting employment with the Company and entering into this Agreement, on the Effective Date, the Executive shall be granted an aggregate of 4.5 million (4,500,000) shares of common stock (the “Initial Equity Award”). The Initial Equity Award shall be provided in shares of time-based restricted stock units and vest in equal quarterly installments throughout the Initial Term, commencing on the Effective Date and each subsequent three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein and restricted to the terms and conditions of Restricted Stock Award to be entered into by the Company and Executive. The executive will be able to accelerate the “initial equity award” vesting by meeting predetermined milestones to be defined and agreed to by the executive and the Company.

Initial Capital Contribution. The Contribution made by each Partner pursuant to its Capital Commitment.

Initial Credited Earnings. Effective for the Plan Years commencing on and after January 1, 2006, Salary Deferrals and Matching Contributions credited to the Participant’s Post-2004 Account shall be deemed invested in the same investment funds that the Participant’s Qualified Salary Deferrals are invested in as of the December 15th of the preceding Plan Year (or such other date as determined from time to time by the Company) under the Qualified Plan. For 2005, Credited Earnings shall be determined under the prior provisions of the Plan. Effective April 22, 2011, Salary Deferrals and Matching Contributions credited to the Participant’s Post-2004 Account shall be deemed invested in the same investment funds as Qualified Salary Deferrals and Qualified Matching Contributions would be invested under the Qualified Plan as of the crediting date.

Exhibits A. Form of Monthly Accounting Report B. Custody Agreement

Initial Public Offering. The foregoing restrictions shall cease to be of any further force or effect upon the closing date of a MERGER of Securities.

Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to make Additional Term Loans and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Each prospective lender shall notify the Administrative Agent within such time period whether or not it agrees to fund any portion of the requested Additional Term Loans and, if so, by what amount. Any prospective lender not responding within such time period shall be deemed to have declined to fund any portion of the Additional Term Loans.

Elections to Defer Compensation. An Eligible Employee shall be entitled to defer Compensation and/or Performance Share Awards (if so permitted by the Company) in accordance with and subject to the conditions of this [Article III], by filing with the Committee a deferral election in such form and manner and at such time permitted under this [Article III] as the Committee shall prescribe. The election forms and accompanying explanatory materials prescribed by the Committee for describing the time within which such elections may be made shall be treated as part of the Plan.