Common use of Lockbox Clause in Contracts

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “"Lockbox Account”"). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s 's or entities’ ' royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s 's request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s 's request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement collection costs as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. Borrower and Guarantors The Credit Parties agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors The Credit Parties will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors The Credit Parties shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, the Credit Parties or any affiliates of Borrower or Guarantors affiliate (within the meaning of Rule 144 of the Securities and Exchange Commission Rule 144Act of 1933, as amended) thereof shall be paid from the Lockbox Account proceeds.. Infinity Energy Resources, Inc. Infinity Oil and Gas of Texas, Inc. Infinity Oil & Gas of Wyoming, Inc. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors The Credit Parties shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that monthmonth set forth pursuant to Section 10(c) above, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower ▇▇▇▇▇▇▇▇ proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of each of the Deed Deeds of Trust. If Subject to Section 16(b) hereof, if the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) On or before the first Drawdown Date, the Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties shall cause to be paid to a lockbox account to be set up and maintained with Lender established in the name of the Borrower for the purpose benefit of collection of production proceeds the Lenders an account and lockbox (the “"Lockbox") with the Agent pursuant to the Lockbox Account”)Agreement. The Borrower shall instruct all of its customers and account debtors to make all payments to the Lockbox of all accounts receivable of the Borrower, including but not limited to Accounts as defined in the Security Agreement. Any payments received directly by the Borrower from their customers or account debtors will be deposited immediately in the Lockbox. Until an Event of Default shall have occurred, the Borrower shall have the right to transfer from the Lockbox any amounts in the Lockbox. After an Event of Default shall have occurred all amounts in the Lockbox may be applied by the Agent for the benefit of the Lenders in payment of any amounts due and outstanding under this Credit Agreement or the Notes. (b) All production proceeds received On each Interest Payment Date, the Maturity Date, and each day on which any commitment fee or letter of credit fee is payable and only in the event that the Borrower has failed to make a payment in accordance with the terms of this Credit Agreement and the Notes, all amounts in the Lockbox Account by Lender with respect (including interest accrued), shall be used first to productionpay interest due on such Interest Payment Date, severancesecond to pay any commitment fee or letter of credit fee due on such date and third to repay the principal amount outstanding on the Notes which is due and payable to the Lenders on such date. After such payments have been made, ad valorem, or all other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest funds in the oil and gas properties Lockbox shall be released immediately to Borrower upon the Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, The Lockbox shall terminate and any capital expenditures for the oil and gas properties expected to funds remaining in it shall be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in Borrower upon the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail fulfillment of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth aboveBorrower's Obligations.

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ name with Agent, upon such terms as are required by Agent, to which Borrowers and their respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a Subsidiary, such Borrower or Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has shall have occurred and be continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil its Subsidiaries and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained Persons acting for or in concert with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, same or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed cause the same to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lenderremitted, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month kind, to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as Agent, at Agent’s address set forth in Section 3.2 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth aboveLiabilities.

Lockbox. (A) Each Borrower shall direct all Account Debtors to make payments on Accounts directly into a lockbox established by Borrowers over which Lender shall have sole control and authority pursuant to a Lockbox Agreement between Borrowers or any Borrower and Guarantors agree Lender (the “Lockbox”). Lender, now or at any time or times hereafter, may take control of and endorse any Borrower’s name to any of the items of payment or proceeds described in this Section 4.5. For the purposes of this Section, each Borrower irrevocably, hereby makes, constitutes and appoints Lender, and all persons designated by Lender for that purpose, as such Borrower’s true and lawful attorney and agent-in-fact to take any such actions. All such items of payment or proceeds received through the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to Lockbox or directly from Borrowers or otherwise received by Lender, shall, unless Lender shall otherwise elect, be paid to deposited into a lockbox cash collateral account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Cash Collateral Account”)) over which Lender has sole authority and shall be applied by Lender to the Liabilities in accordance with the terms of this Agreement. (bB) All production proceeds received in the Lockbox Account Borrowers shall execute all documents requested by Lender with respect to productionthe Cash Collateral Account and the Lockbox and agree to pay to Lender promptly upon demand for any and all fees, severancecosts and expenses which Lender incurs or customarily charges in connection with the opening and maintaining of the Cash Collateral Account and the Lockbox and depositing for collection by the Bank any monies, ad valoremchecks, notes, drafts or other taxes items of payment received and/or delivered on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence account of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceedsLiabilities. (cC) In the event that a Borrower will provide Lender with maintains a proposed budget of recurring operating expensescontrolled disbursement account at Lender, non-recurring operating expenses, general and administrative expenses, each check presented for payment against such controlled disbursement account and any capital expenditures other charge or request for the oil payment against such controlled disbursement account shall constitute a request for a Revolving Loan. As an accommodation to Borrowers, Lender may permit telephone requests for Revolving Loans and gas properties expected electronic transmittal of instructions, authorizations, agreements or reports to be paid during the Forbearance Period Lender by Borrowers. Unless a Borrower specifically directs Lender in writing not to accept or act upon telephonic or electronic communications from such Borrower, Lender shall have no liability to Borrowers for any loss or damage suffered by a Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically or electronically and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used purporting to pay operating expenses, general and administrative expenses (subject have been sent to the limits in Section 15 below), and capital expenditures, all as approved Lender by Lender (which approval shall not be unreasonably withheld, delayed, or denied). a Borrower and Guarantors Lender shall not pay in have no duty to verify the origin of any month operating expenses, general and administrative expenses, such communication or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment authority of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth abovePerson sending it.”

Lockbox. Borrower and Guarantors agree that to the following provisions regarding production proceeds attributable to their oil and gas properties continue to applyproperties: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). Contemporaneously with the execution of this Agreement, Guarantors will sign and deliver to Lender letters in lieu of transfer orders to all purchasers of production directing those parties to pay all proceeds attributable to Guarantors’ interest in the Properties to the Lockbox Account and will provide a schedule with the name, address, telephone number, and contact of the first purchaser of production for all of the oil and gas properties. (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates Infinity Energy Resources, Inc. August 31, 2007 Page 4 of 15 of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, and transaction costs related to the sale of the Sale Properties, including broker fees, if any, due prior to closing, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, capital expenditures, or capital expenditures transaction costs exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures expenditures, and transaction costs and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds sums remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement collection costs as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18. (f) Notwithstanding the provisions of Subsection (f) of Section 8 of the Loan Agreement, Borrower and Guarantors agree shall not permit cash general and administrative expenses on a consolidated basis to exceed $150,000.00 (excluding broker fees as approved by Lender, if any, due prior to closing) per month during term of this Agreement; provided, however, that general and administrative expenses in excess of this monthly limit may be accrued and paid only after the insurance proceeds Revolving Loan and Hedge Liabilities have been paid in the approximate amount full. Infinity Energy Resources, Inc. August 31, 2007 Page 5 of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.15

Lockbox. Borrowers shall maintain a special account as a lockbox in Borrowers’ name with Agent, upon such terms as are required by Agent, to which Borrowers and their respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a Subsidiary, such Borrower or Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of any other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has occurred and is continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent’s receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil its Subsidiaries and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained Persons acting for or in concert with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, same or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed cause the same to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lenderremitted, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month kind, to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as Agent, at Agent’s address set forth in Section 3.2 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth aboveLiabilities.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 182009 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. The Revolving Credit Loan shall be on a Lockbox Collection Basis. Therefore, Borrower and Guarantors agree that shall direct, and/or Lender may advise, all Receivable Debtors to mail all Remittances to the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: post office box (a“Lockbox”) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to specified by Lender, or as set forth in a lockbox account to be set up and maintained service agreement or other similar agreement with Lender Lender’s bank which provides for the purpose collection and/or processing of collection of production proceeds Remittances (the “Lockbox AccountAgreement”). (b) All production proceeds . Borrower shall be responsible for all fees and charges assessed by Lender in connection with its operation of the Lockbox and/or by its bank pursuant to the Lockbox Agreement. Remittances received in a Lockbox shall be deposited into the Cash Collateral Account and disbursed to Lender pursuant to the Lockbox Account by Agreement, and Lender with respect to productionshall apply such Remittances toward payment of the Obligations, severancewhether or not then due, ad valoremin such order of application as Lender may determine, or other taxes on production proceeds (excluding income taxes) Lender may release all or that are attributable any of such balance to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates for purposes of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and computing interest on the outstanding principal of the Revolving Note and all other fees and obligations under this Agreement and Credit Loan, principal paydowns shall be deemed to have been made after the Loan Agreement as elapse of the number of Float Days set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving LoanTerm Sheet. If, notwithstanding Borrower’s directions to Receivable Debtors, Borrower receive Remittances directly from Receivable Debtors, Borrower shall not commingle such Remittances with any of its other funds or property, but will pay hold same separate and apart from its own funds or property, and in trust for Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth aboveuntil delivery is made to Lender’s bank.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, Infinity Energy Resources, Inc. October 16, 2008 Page 5 of 17 that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement collection costs as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Each Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to shall maintain under such written agreements as Administrative Agent requires, as security for the Loans, a lockbox (“Lockbox”) and depository account to be set up and maintained with Lender for in the purpose name of collection of production proceeds Borrowers (the “Lockbox Depository Account”). All Collections will be deposited directly into the Depository Account, and Borrowers shall (or the Administrative Agent which is hereby authorized to do so shall) transfer to the Depository Account any funds which are Collections but which have been deposited into any other depository account of Borrowers at Administrative Agent. (b) All production proceeds received in Each Borrower agrees that on each Principal Payment Date and, at the Lockbox Account by Lender Borrowers’ option to the extent necessary with respect to productionpayments to be made pursuant to priorities First through Twelfth below, severanceon any other Business Day, ad valoremin each case, or other taxes on production proceeds (excluding income taxes) or that are attributable occurring prior to another person’s or entities’ royalty or other interest an Event of Default it shall apply all funds in the oil Depository Account which are Collections to the Borrowers’ obligations then due and gas properties shall be released immediately owing in the following order of priority: First, to Borrower upon Borrower’s request Taxes; Second, to fees and verification of those amounts. Borrower and Guarantors shall provide evidence expenses of the timely payment Administrative Agent and Lenders paid or payable by Borrowers under this Agreement; Third, to O&M Expenses permitted under Section 8.20; Fourth, to fees and expenses paid or payable by Borrowers to the servicer under the Master Service Agreement or under any agreement with the Backup Servicing Provider; Fifth, to Cash Interest Expense; Sixth, to costs and expenses arising under Hedge Agreements permitted hereunder to which Borrower Representative or any Subsidiary is a party (other than fees, expenses and liquidation and termination payments); Seventh, to all regularly scheduled principal payments on the Loans pursuant to Section 2.5(b); Eighth, to fees, expenses and liquidation and termination payments arising under Hedge Agreements permitted hereunder to which Borrower Representative or any Subsidiary is a party; Ninth, to any payments (including any reimbursement obligations) in respect of productionPerformance Guaranty Obligations permitted under Section 8.21; Tenth, severanceto any payments in respect of Capitalized Lease Obligations; Eleventh, ad valoremto the reimbursement of any expenses incurred by the servicer in connection with services rendered under the Master Service Agreement, including in connection with any litigation, arbitration or enforcement proceedings, audit related costs and expenses, and other taxes on production proceeds (excluding income taxes) costs and expenses which have been approved by Administrative Agent in its reasonable discretion, in an aggregate amount not to exceed $150,000 per fiscal year; Twelfth, to any prepayment of the royalty Loans in accordance with Section 2.6(c); Thirteenth, to maintain as cash reserves in the Depository Account in an amount not to exceed $500,000; and overriding royalty owners; providedLast, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates the remaining cash balance (“Excess Cash”) to the mandatory prepayment of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceedsLoans in accordance with Section 2.6(d)(viii). (c) Each Borrower agrees that upon an Event of Default, the Administrative Agent will provide Lender have all right, title and interest in and to all items and funds from time to time in the Depository Account. Checks received into the Depository Account will not be considered good funds until Administrative Agent has effected final settlement with a proposed budget respect thereto. After an Event of recurring operating expensesDefault has occurred, non-recurring operating expenses, general Administrative Agent is authorized to pay current unpaid O&M Expense and administrative expensesPerformance Guaranty Obligations and then to apply any and all funds in the Depository Account at any time, and any capital expenditures for the oil and gas properties expected from time to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s requesttime, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits Obligations (to the extent then due and payable) as provided for in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion10. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. Borrowers shall establish a special account as a lockbox in Borrowers' name with Agent, upon such terms as are required by Agent, to which Borrowers and their respective Subsidiaries will cause all Account Debtors to send all remittances on Accounts and all customers party to Buy Back Agreements to send all remittances related to any purchases by such customers pursuant to such Buy Back Agreements. If received directly by a Borrower or a Subsidiary, such Borrower or Subsidiary will immediately deposit in such special account all remittances and proceeds of the Collateral in the identical form in which such payment was made, whether by cash or check. Borrowers agree that upon the occurrence and during the continuation of a Default or an Event of Default, all payments made to such special account or otherwise received by Agent, whether on the Accounts, on any Buy Back Agreement or as proceeds of other Collateral or otherwise, will be the sole and exclusive property of Agent for the benefit of Agent and the Lenders and will be applied on account of the Liabilities. So long as no Default or an Event of Default has shall have occurred and be continuing, Borrowers shall be entitled to direct the use of the funds maintained in such special account in accordance with the terms of this Agreement. Two (2) Business Days after Agent's receipt of good funds, Agent will credit (conditional upon final collection) all payments received through the special account to the Liabilities. Each Borrower, its Subsidiaries and any Affiliates, shareholders, directors, officers, employees, agents of such Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil its Subsidiaries and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained Persons acting for or in concert with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior acting as trustee for Agent, receive, as the sole and exclusive property of Agent for the benefit of Agent and the Lenders, any monies, checks, notes, drafts or any other payments relating to or proceeds of Accounts, Buy Back Agreements or other Collateral which come into their possession or under their control and immediately upon receipt, shall remit the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, same or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed cause the same to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lenderremitted, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month kind, to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as Agent, at Agent's address set forth in Section 3.2 10.10. Borrowers agree, jointly and severally, to pay to Agent any and all reasonable fees, costs and expenses (if any) which Agent incurs in connection with opening and maintaining the special account and depositing for collection by Agent any check or item of payment received or delivered to Agent on account of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth aboveLiabilities.

Lockbox. Borrower and Guarantors agree that to the following provisions regarding production proceeds attributable to their oil and gas properties continue to applyproperties: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds (the “Lockbox Account”). Contemporaneously with the execution of this Agreement, Guarantors will sign and deliver to Lender letters in lieu of transfer orders to all purchasers of production directing those parties to pay all proceeds attributable to Guarantors’ interest in the Properties to the Lockbox Account and will provide a schedule with the name, address, telephone number, and contact of the first purchaser of production for all of the oil and gas properties. (b) All production proceeds received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower Borrowers or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, and transaction costs related to the sale of the Sale Properties, including broker fees, if any, due prior to closing, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, capital expenditures, or capital expenditures transaction costs exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures expenditures, and transaction costs and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds sums remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement collection costs as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18. (f) Notwithstanding the provisions of Subsection (t) of Section 8 of the Loan Agreement, Borrower and Guarantors agree shall not permit cash general and administrative expenses on a consolidated basis to exceed $150,000.00 (excluding broker fees as approved by Lender, if any, due prior to closing) per month during term of this Agreement; provided, however, that general and administrative expenses in excess of this monthly limit may be accrued and paid only after the insurance proceeds Revolving Loan and Hedge Liabilities have been paid in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth abovefull.

Lockbox. Borrower While any of the Borrower's Obligations or the Debtor's Obligations remain outstanding, or the Bank has any obligation under the Loan Agreement, the Debtor shall maintain a post office box which will be under the exclusive control of the Bank (the "Lockbox") into which the Debtor shall cause all payments of any of the Debtor's Receivables (other than intercompany Receivables prior to the occurrence of an Event of Default) and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties Documents to be paid made, and the Debtor shall indicate on all invoices and other correspondence with Account Debtors (other than intercompany Account Debtors) to a lockbox make all payments to the Debtor in care of the Lockbox and hereby appoints the Bank, as the Debtor's true and lawful attorney-in-fact to receive all incoming mail, open all such mail, remove all collections and remittances therefrom in payment of or on account of any of the Debtor's Receivables and Documents and use the Bank's reasonable efforts to forward all other mail so received to the Debtor's place of business. Any Proceeds of Collateral received by the Debtor, including, without limitation, payments on Receivables (other than intercompany Receivables so long as there exists no Event of Default, it being understood and agreed that any such payments on intercompany Receivables will be set up treated as any other Receivable after the occurrence of an Event of Default) and maintained with Lender Documents and other payments from sales or leases of Inventory, shall be held by the Debtor in trust for the purpose Bank in the same medium in which received, shall not be commingled with any assets of collection of production proceeds (the “Lockbox Debtor, and shall be delivered immediately to the Bank. The Debtor agrees to pay to the Bank promptly when billed the Bank's standard fees for operating the Lockbox. The Debtor hereby grants, bargains, conveys and sets over to the Bank a security interest in and lien upon the Lockbox, the Restricted Account”). (b) All production proceeds , the Debtor's Account and any other account established by the Debtor with the Bank or any affiliate thereof, and all cash and any other assets at any time hereafter contained therein. Amounts received in the Lockbox Account by Lender with respect to production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in the oil and gas properties shall be released immediately to Borrower deposited upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of collection into the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expenses, non-recurring operating expenses, general and administrative expensesRestricted Account, and any capital expenditures for the oil and gas properties expected to be paid during Bank will apply all amounts so received against the Forbearance Period and supporting documentation for those expenses and expendituresBorrower's Obligations or the Debtor's Obligations on a daily basis, as collected. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth above.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to will, at the request of Bank, execute a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds Wholesale Lockbox Service Addendum Agreement (the “Lockbox AccountAgreement”)) in form and substance acceptable to Bank and such other documentation as Bank may reasonably require to establish and maintain the lockbox (“Lockbox”) and the remittances account and all other cash management services of Bank and its affiliates provided in connection with this Agreement. (b) All production Upon the occurrence of an Event of Default: (i) Borrower will (a) maintain in full force and effect, and comply in all respects with the Lockbox Agreement; (ii) direct all of its Account Debtors to make remittance to the Lockbox; and (iii) deposit directly into the remittances account all Proceeds received by Borrower from Account Debtors and otherwise. Funds received in any Lockbox will be transferred daily by Bank to the applicable Demand Deposit Dominion Account in the name of Borrower (the “Dominion Account”) and thereafter credited by Bank first to the Borrower’s Loan Account and any other unpaid Indebtedness in such manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of any check or other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (ii) Borrower will notify the Bank of such collections as are received directly by Borrower and will hold the proceeds received from such collections in trust for the Bank without commingling the same with other funds of the Borrower and will turn the same over to the Bank immediately upon receipt in the Lockbox identical form received. Proceeds so transmitted to the Bank may be handled and administered in and through the remittances account. (iii) Bank may apply against the outstanding balance of Borrower’s Loan Account by Lender with respect from time to productiontime any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, severancewithout limitation, ad valoremany such collections and Proceeds in any Lockbox, remittances account or any operating or other taxes on production proceeds account maintained or to be maintained by or for Borrower at Bank). (excluding income taxesiv) or that are attributable to another person’s or entities’ royalty or other interest in Borrower will, at the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of productionBank, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and notify the Account Debtors of the royalty security interest of the Bank in any Account and overriding royalty owners; providedwill instruct Account Debtors to remit payments directly to Bank, howeverand the Bank may itself, that no royalties and overriding royalty interests owned by Borrowerat any time, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox so notify Account proceeds.Debtors. REVOLVING LOAN AND SECURITY AGREEMENT 22 (c) Borrower will provide Lender with a proposed budget acknowledges Bank’s right of recurring operating expenses, non-recurring operating expenses, general offset and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At security interest in Borrower’s request, production proceeds in accounts including the Lockbox Dominion Account may be used granted to pay operating expenses, general and administrative expenses (subject to Bank hereunder. Upon the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail occurrence of all expenses and expenditures proposed to be paid in respect an Event of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving LoanDefault, Borrower will pay Lender relinquish its control of the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCESDominion Account and in addition to all other rights and remedies available to Bank, INC. December 4, 2009 Page 5 of 18 (f) Borrower Bank will immediately have sole dominion and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into control over the Lockbox Account and used for the purposes set forth aboveDominion Account.

Lockbox. Except as otherwise set forth below, Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) shall at all times cause any funds received by Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties from any source immediately to be paid to deposited into a lockbox cash collateral account to be set up and maintained with Lender for the purpose of collection of production proceeds at Bank in Borrower’s name (the “Lockbox Cash Collateral Account”). , over which Bank shall have exclusive and unrestricted access. Borrower shall direct its customers to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a post office box designated by Bank (b) the “Lockbox”), over which Bank shall have exclusive and unrestricted access. As of April 28, 2013, Borrower shall open the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Bank in accordance with the terms hereof. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox. Bank shall collect the mail delivered to such post office box, open such mail, and endorse and credit all items to the Lockbox. All production proceeds funds flowing through the Lockbox shall then automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Bank all amounts that Borrower receives despite the directions to make payments to the Cash Collateral Account, and immediately deliver such payments to Bank in their original form as received from the customer, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Bank to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Bank has received by wire transfer, check, cash, or otherwise. Bank shall have all right, title and interest in all of the items from time to time held in the Lockbox Cash Collateral Account by Lender with respect to production, severance, ad valorem, and their proceeds. Neither Borrower nor any person claiming through Borrower shall have any right or other taxes on production proceeds (excluding income taxes) or that are attributable to another person’s or entities’ royalty or other interest in control over the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of production, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and of the royalty and overriding royalty owners; provided, however, that no royalties and overriding royalty interests owned by Borrower, Guarantorsuse of, or any affiliates of Borrower or Guarantors within right to withdraw any amount from, the meaning of Securities and Exchange Commission Rule 144Cash Collateral Account, which shall be paid under the sole control of Bank. Bank may apply amounts held in the Cash Collateral Account to the outstanding balance of the Obligations on a daily basis. Bank may from time to time in its discretion make Advances to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the Lockbox “Operating Account”) or to cause payment of amounts due under the Loan Documents. Borrower authorizes Bank to make such Advances from time to time by means of appropriate entries of credits to the Operating Account proceeds. (c) Borrower will provide Lender with a proposed budget of recurring operating expensessufficient to cover any such charges then presented, non-recurring operating expenses, general and administrative expenses, and any capital expenditures for the oil and gas properties expected such Advances to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At Borrower’s request, production proceeds in the Lockbox Account may be used to pay operating expenses, general and administrative expenses (subject to the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail terms of all expenses and expenditures proposed to be paid in respect of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the as though made pursuant to a Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving Loan, Borrower will pay Lender the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCES, INC. December 4, 2009 Page 5 of 18 (f) Borrower and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into the Lockbox Account and used for the purposes set forth aboveAdvance/Paydown Request Form delivered by Borrower.

Lockbox. Borrower and Guarantors agree that the following provisions regarding production proceeds attributable to their oil and gas properties continue to apply: (a) Borrower and Guarantors will direct all production proceeds attributable to their oil and gas properties to be paid to will, at the request of Bank, execute a lockbox account to be set up and maintained with Lender for the purpose of collection of production proceeds Wholesale Lockbox Service Addendum Agreement (the “Lockbox AccountAgreement”)) in form and substance acceptable to Bank and such other documentation as Bank may reasonably require to establish and maintain the lockbox (“Lockbox”) and the remittances account and all other cash management services of Bank and its affiliates provided in connection with this Agreement. (b) All production Upon the occurrence of an Event of Default: REVOLVING LOAN AND SECURITY AGREEMENT 22 (i) Borrower will (a) maintain in full force and effect, and comply in all respects with the Lockbox Agreement; (ii) direct all of its Account Debtors to make remittance to the Lockbox; and (iii) deposit directly into the remittances account all Proceeds received by Borrower from Account Debtors and otherwise. Funds received in any Lockbox will be transferred daily by Bank to the applicable Demand Deposit Dominion Account in the name of Borrower (the “Dominion Account”) and thereafter credited by Bank first to the Borrower’s Loan Account and any other unpaid Indebtedness in such manner as Bank desires. Bank will not be required to credit Borrower’s Loan Account with the amount of any check or other instrument constituting provisional payment until the Bank has received final payment thereof at its office in cash or solvent credits accepted by the Bank. (ii) Borrower will notify the Bank of such collections as are received directly by Borrower and will hold the proceeds received from such collections in trust for the Bank without commingling the same with other funds of the Borrower and will turn the same over to the Bank immediately upon receipt in the Lockbox identical form received. Proceeds so transmitted to the Bank may be handled and administered in and through the remittances account. (iii) Bank may apply against the outstanding balance of Borrower’s Loan Account by Lender with respect from time to productiontime any collections on and Proceeds from Accounts Receivable forwarded to Bank and/or in Bank’s possession (including, severancewithout limitation, ad valoremany such collections and Proceeds in any Lockbox, remittances account or any operating or other taxes on production proceeds account maintained or to be maintained by or for Borrower at Bank). (excluding income taxesiv) or that are attributable to another person’s or entities’ royalty or other interest in Borrower will, at the oil and gas properties shall be released immediately to Borrower upon Borrower’s request and verification of those amounts. Borrower and Guarantors shall provide evidence of the timely payment of productionBank, severance, ad valorem, or other taxes on production proceeds (excluding income taxes) and notify the Account Debtors of the royalty security interest of the Bank in any Account and overriding royalty owners; providedwill instruct Account Debtors to remit payments directly to Bank, howeverand the Bank may itself, that no royalties and overriding royalty interests owned by Borrowerat any time, Guarantors, or any affiliates of Borrower or Guarantors within the meaning of Securities and Exchange Commission Rule 144, shall be paid from the Lockbox so notify Account proceedsDebtors. (c) Borrower will provide Lender with a proposed budget acknowledges Bank’s right of recurring operating expenses, non-recurring operating expenses, general offset and administrative expenses, and any capital expenditures for the oil and gas properties expected to be paid during the Forbearance Period and supporting documentation for those expenses and expenditures. (d) At security interest in Borrower’s request, production proceeds in accounts including the Lockbox Dominion Account may be used granted to pay operating expenses, general and administrative expenses (subject to Bank hereunder. Upon the limits in Section 15 below), and capital expenditures, all as approved by Lender (which approval shall not be unreasonably withheld, delayed, or denied). Borrower and Guarantors shall not pay in any month operating expenses, general and administrative expenses, or capital expenditures exceeding the aggregate budgeted expenses for each such category for that month, unless Lender has approved such payments. Borrower shall, not later than two (2) business days prior to the date on which Borrower proposes to pay such operating expenses, general and administrative expenses, or capital expenditures and as a condition precedent to requesting such approval, deliver to Lender in usual and customary form reasonably acceptable to Lender reasonable detail occurrence of all expenses and expenditures proposed to be paid in respect an Event of such month. Any excess production proceeds in the Lockbox Account may be used only for such other purposes as approved by Lender, in its discretion. (e) All production proceeds remaining in the Lockbox Account after payment of the taxes and royalties as provided above and the operating expenses and discretionary amounts as provided above will be applied by Lender on the last day of each month to the principal and interest on the Revolving Note and all other fees and obligations under this Agreement and the Loan Agreement as set forth in Section 3.2 of the Deed of Trust. If the production proceeds received in the Lockbox during any month are not sufficient to make the scheduled monthly interest payment on the Revolving LoanDefault, Borrower will pay Lender relinquish its control of the deficiency within ten (10) days of notice from Lender of such shortfall. INFINITY ENERGY RESOURCESDominion Account and in addition to all other rights and remedies available to Bank, INC. December 4, 2009 Page 5 of 18 (f) Borrower Bank will immediately have sole dominion and Guarantors agree that the insurance proceeds in the approximate amount of $100,000.00, from the 2008 saltwater disposal tank fire, shall be promptly deposited upon receipt, into control over the Lockbox Account and used for the purposes set forth aboveDominion Account.