FIRST AMENDMENT

This First Amendment to Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Proceeds, Financing Statement and Fixture Filing (this “Amendment”), dated to be effective as of March 1, 2013, is among RECOVERY ENERGY, INC., a Nevada corporation (“Debtor”), with an address of 1900 Grant, Suite 720, Denver, Colorado 80203, and HEXAGON, LLC, a Colorado limited liability company, formerly known as Hexagon Investments, LLC (“Secured Party”), with an address of 730 17th Street, Suite 800, Denver, Colorado 80202.

A.                By Deed of Trust, Mortgage, Security Agreement, Assignment of Production and Proceeds, Financing Statement and Fixture Filing, dated as of January 29, 2010 (the “Original Deed of Trust”), Debtor granted to Secured Party liens on and security interests in certain property, interests and rights as more specifically described therein.  Capitalized terms used herein without definition shall have the meaning ascribed thereto in the Original Deed of Trust.

B.                The Original Deed of Trust was recorded in the real property records of Banner County, Nebraska on February 26, 2010 in Book Mtg. 70, page 396 and Kimball County, Nebraska on February 26, 2010 in Book 154 Mtg., page 43.

C.                This First Amendment to Deed of Trust is executed to amend and supplement the Original Deed of Trust to add additional Collateral.

In consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                Amendments.  The Original Deed of Trust is hereby amended as follows:

“Exhibit A to the Original Deed of Trust is hereby amended and supplemented by adding those Lands described on Exhibit A attached hereto, to the Lands described on Exhibit A to the Original Deed of Trust, and all references to the “Lands” in the Original Deed of Trust are amended accordingly, and all such Lands described on Exhibit A shall be included in the Collateral covered by the Original Deed of Trust.”

 

2.                Incorporation and References.  This Amendment shall be considered as an amendment and supplement to the Original Deed of Trust.  References in the Original Deed of Trust to “this Instrument” shall be deemed to be references to the Original Deed of Trust as amended by this Amendment.  When used in this Amendment or in the Original Deed of Trust, each reference to a term defined in the Original Deed of Trust which is amended by this Amendment, shall be deemed to be the term as amended by this Amendment.

 

3.                Confirmation.  Debtor hereby adopts, ratifies, approves and confirms in every respect the Original Deed of Trust as amended by this Amendment, and hereby specifically reaffirms its obligations under the warranties, representations, covenants, agreements and indemnities and other provisions contained in the Original Deed of Trust as amended by this Amendment.  To the extent necessary to confirm the foregoing, Debtor hereby irrevocably:

 

A.          Real Property.  Grants, bargains, sells, mortgages, assigns, transfers and conveys to Trustee with POWER OF SALE, for the benefit of Secured Party, that part of the Collateral that is real property (including any fixtures that are real property under applicable state law), subject to the assignment of severed and extracted Hydrocarbons and the proceeds thereof made under paragraph C below; TO HAVE AND TO HOLD all of the Collateral that is real property (including any fixtures that are real property under applicable state law), together with all of the rights, privileges, benefits, hereditaments and appurtenances in any way belonging, incidental or pertaining thereto, to Trustee and its successors and assigns, forever, IN TRUST, NEVERTHELESS, for the security and benefit of Secured Party and its successors and assigns, subject to all of the terms, conditions, covenants, agreements and trusts herein set forth;

 

B.           Personal Property.  Grants to Secured Party a security interest in that part of the Collateral that is not real property (including any fixtures that are personal property under applicable state law); and

 

C.           Assignment of Production.  Absolutely assigns to Secured Party all of the severed and extracted Hydrocarbons produced from or allocated or attributed to any of the Collateral or any other interest of Debtor (whether now owned or hereafter acquired by operation of law or otherwise) in, to and under or that covers, affects or otherwise relates to the Lands or to any of the estates, property rights or other interests described or referred to above, together with all of the proceeds thereof and all supporting obligations ancillary to or arising in any way in connection therewith.

The Original Deed of Trust as amended by this Amendment also constitutes a mortgage, and to the extent, if any, required to confirm the foregoing, Debtor hereby grants, bargains, sells, mortgages, assigns, transfers and conveys the Collateral to Secured Party.

4.           Miscellaneous.   This Amendment shall bind Debtor and inure to the benefit of Secured Party and their respective successors and assignees.  Except as specifically provided for in this Amendment (a) the Original Deed of Trust and the liens and security interests created thereby shall remain in full force and effect, (b) this Amendment does not modify or affect the terms, conditions or provisions of the Original Deed of Trust, and (c) nothing contained in this Amendment shall be deemed to be, or construed as, a waiver of any such terms, conditions or provisions, or as a waiver of any other term, condition or provision.

The foregoing instrument was acknowledged before me by A. Bradley Gabbard, as President and Chief Financial Officer of Recovery Energy, Inc., a Nevada corporation, this ____ day of May, 2013, on behalf of such corporation.