SOVEREIGN BANK

Lazarus Energy LLC ("LE") and Lazarus Refining & Marketing, LLC ("LRM", and collectively, with LE, "Lazarus") have three outstanding loans (collectively, the "Loans") from Sovereign Bank ("Bank"). The Loans are evidenced by, among other documents, (i) three Loan Agreements (collectively, the "Loan Agreements") dated May 2, 2014, June 22, 2015, and December 4, 2015, respectively. As of the quarter ending September 30, 2016, Lazarus is in breach of the following covenants specified in the Loan Agreements, as specified below (collectively, the "Covenant Default"):

Subject to the agreement and concurrence of the United States Department of Agriculture ("USDA") that Bank's waiver of the Covenant Default shall not impair or void any of the USDA agreements and guarantees relating to the Loans, Bank hereby waives (the "Waiver") the Covenant Default as to only the quarter ending September 30, 2016. Except for the foregoing, Bank hereby expressly reserves and preserves all of Bank's rights, remedies and recourses under the Loan Agreements and all of the other documents evidencing, governing, guaranteeing and/or securing the loans (all such documents, collectively, with the Loan Agreements, the "Loan Documents"), including, without limitation, Bank's rights with respect to any other breaches or defaults under the Loan Documents which may be now existing, or which hereafter occur.

This Waiver is made as a courtesy to Lazarus, and shall not constitute a course of dealing or entitle Lazarus to any further waivers or forbearances. Bank hereby demands strict performance with all terms and conditions of the Loan Documents.

 SOVEREIGN BANK