WARRANT EXCHANGE AGREEMENT

1.

Application to Nasdaq. On the date hereof, PostRock has submitted to the Nasdaq Stock Market a Listing of Additional Shares Notification Form with respect to the issuance of the Common Stock upon exchange of the Warrants contemplated herein without the necessity of obtaining the approval of PostRock's shareholders. In the event that Nasdaq does not approve the application for any reason, or requires that PostRock obtain shareholder approval prior to the issuance, then this Agreement shall automatically terminate, shall be null and void and of no further force or effect and shall no longer be binding on any party hereto unless the parties expressly agree in writing to extend or amend this Agreement.

2.

Delivery and Assignment of Warrants. Upon receipt of approval of the transaction as proposed from Nasdaq, at closing, White Deer shall transfer, deliver and assign to PostRock, free and clear of all liens and encumbrances, the 22,241,333 Warrants listed in Group I at Exhibit A hereto, together with a like number of one one-hundredths of a share of Series B Preferred Stock attached thereto, at which time said Warrants will be canceled by PostRock and White Deer shall have no right, title or interest therein.

3.

Issuance of Common Stock. Contemporaneously with White Deer's delivery of the Warrants and Series B Preferred Stock to PostRock pursuant to paragraph 2 above, PostRock shall issue 1,123,981 shares of Common Stock to White Deer (the "Shares"), such Shares to be issued among the three White Deer entities as set forth at Exhibit B hereto.

4.

Closing. Closing will occur at 10:00 a.m. Central Time on the first business day following receipt of approval of the transaction from Nasdaq, or at such other day and time following said receipt as the parties may agree.

5.

Representations. Each of the parties represents that it has the requisite power and authority to enter into this Agreement, and that the execution hereof by the undersigned has been duly authorized by all necessary corporate action on the part of PostRock and by all necessary action and approval of the general partner on the part of White Deer. PostRock represents that neither PostRock nor any person acting on its behalf has conducted any general solicitation or general advertising (as those terms are used in Regulation D of the Securities Act of 1933 (the "Securities Act")) in connection with the Exchange. White Deer acknowledges that the Exchange has not been registered under the Securities Act or under any state securities laws and represents that it (i) is acquiring the Shares pursuant to an exemption from registration under the Securities Act solely for investment with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws, (ii) will not sell or otherwise dispose of any of the Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws, (iii) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of the Exchange and of making an informed investment decision, and has conducted a review of the business and affairs

of PostRock that it considers sufficient and reasonable for purposes of making the Exchange, and (iv) is an "accredited investor" (as that term is defined by Rule 501 under the Securities Act).

6.

Transfer Restrictions. The Shares are restricted securities under the Securities Act and may not be offered or sold except pursuant to an effective registration statement or an available exemption from registration under the Securities Act. Accordingly, White Deer agrees it shall not, directly or through others, offer or sell any Shares except pursuant to a registration statement or pursuant to Rule 144 or another exemption from registration under the Securities Act, if available. Prior to any transfer of Shares other than pursuant to an effective registration statement, White Deer agrees it shall notify PostRock of such transfer and PostRock may require White Deer to provide, prior to such transfer, such evidence that the transfer will comply with the Securities Act (including written representations and an opinion of counsel) as PostRock may reasonably request. PostRock may impose stop-transfer instructions with respect to any securities that are to be transferred in contravention of this Agreement.

7.

Legend. White Deer agrees that all certificates or other instruments representing Shares will bear a legend substantially to the following effect:

8.

Restrictions on Sale of Common Stock. White Deer agrees that the Shares shall be "Excluded Securities" as defined in, and for purposes of, the Securities Purchase Agreement, dated September 2, 2010, by and between PostRock and White Deer.

9.

Counterparts. For the convenience of the parties, this Agreement may be
executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered by facsimile or other electronic means and such will be deemed as sufficient as if actual signature pages had been delivered. 

10.

Entire Agreement. This Agreement (including Exhibits A and B hereto) constitutes and contains the entire agreement and understanding by and between the parties with respect to the subject matter hereof, and supersedes any and all prior negotiations, agreements or understandings relating thereto.

11.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction.