SECOND AMENDING AGREEMENT TO THE COMMITMENT LETTER DATED SEPTEMBER 19 2013

AMOUNTS AND TYPES OF FACILITIES (each referred to as a "Facility"):

Facility #1 is deleted in its entirety and replaced with the following:

Facility #1 is to be used for the general operating purposes of Borrower related to exploration, development production and acquisition of domestic oil and natural gas reserves within the Western Canadian Sedimentary basin.

At Borrower's request, Lender may enter into foreign exchange forward contracts and/or interest rate and commodity derivatives with Borrower from time to time. Lender makes no commitment to enter into any such contract or derivative and may at any time in its sole discretion decline to enter into any such contract or derivative. Any Security Documents will also secure Borrower's liability and obligations pursuant to any such contracts or derivatives.

INTEREST RATES AND PREPAYMENT:

FEES:

Non-refundable new money fee of $13,500.00 (30 bps on $4,500,000.00) is payable on acceptance of this offer. Lender is hereby authorized to debit Borrower’s current account for any unpaid portion of the fee.

Any amount in excess of established credit facilities may be subject to a fee where Lender in its sole discretion permits excess Borrowings, if any.

For reports or statements not received within the stipulated periods (and without limiting Lender's rights by virtue of such default), Borrower will be subject to a fee of $50 per month (per monthly or quarterly report or statement) and $250 per month (per annual report or statement) for each late reporting occurrence, which will be deducted from Borrower's account.

REPORTING COVENANTS:

annual capital and revenue budget reports from Borrower for the next following fiscal year which include gross and/or net oil and gas production volumes, gross revenues, royalties and other burdens, operating costs, general & administrative costs, commodity price assumptions and, if available, a pro forma balance sheet;

CONDITIONS PRECEDENT:

DRAWDOWNS, PAYMENTS AND EVIDENCE OF INDEBTEDNESS:

NEXT REVIEW DATE

DEFINITIONS:

interest rate swaps, forward rate transactions, interest rate options, cap transactions, floor transactions and similar rate-related transactions;

forward rate agreements, foreign exchange forward agreements, cross currency transactions and other similar currency-related transactions; or

commodity swaps, hedging transactions and other similar commodity-related transactions (whether physically or financially settled), including without limitation commodity swaps;

the financial condition of Borrower or of any Guarantor; or

the ability of Borrower or any Guarantor to repay amounts owing hereunder or under its guarantee in respect hereof.

liens for taxes, assessments or governmental charges not yet due or delinquent or the validity of which is being contested in good faith;

liens arising in connection with workers' compensation, unemployment insurance, pension, employment or other social benefits laws or regulations which are not yet due or delinquent or the validity of which is being contested in good faith;

liens under or pursuant to any judgment rendered or claim filed which are or will be appealed in good faith provided any execution thereof has been stayed;

undetermined or inchoate liens and charges incidental to construction or current operations which have not at such time been filed pursuant to law or which relate to obligations not due or delinquent;

liens arising by operation of law such as builders' liens, carriers' liens, materialmens' liens and other liens of a similar nature which relate to obligations not due or delinquent;

easements, rights-of-way, servitudes or other similar rights in land (including, without in any way limiting the generality of the foregoing, rights-of-way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light and power and telephone or telegraph or cable television conduits, poles, wires and cables) granted to or reserved or taken by other persons which singularly or in the aggregate do not materially detract from the value of the land concerned or materially impair its use in the operation of the business of Borrower or such Guarantor;

security given to a public utility or any municipality or governmental or other public authority when required by such utility or municipality or other authority in connection with the operations of Borrower or such Guarantor, all in the ordinary course of its business which singularly or in the aggregate do not materially impair the operation of the business of Borrower or such Guarantor;

the reservation in any original grants from the Crown of any land or interests therein and statutory exceptions to title;

liens created or arising in the ordinary course of the oil and gas business in respect of the joint operation of oil and gas properties and related production and processing facilities or arrangements for the processing, treating, transmission or transportation of hydrocarbon substances, provided such liens are not in respect of obligations which are due or delinquent and do not materially reduce the value of the oil and gas properties affected by such liens;

penalties arising in the ordinary course of business under non-participation or independent operations provisions of operating agreements as a consequence of an election not to participate in drilling or other operations;

the provisions of operating agreements, pooling agreements, unitization agreements and other similar arrangements entered into in the ordinary course of the oil and gas business which do not materially affect the value of the oil and gas properties which are subject thereto;

royalties, net profits interests and similar encumbrances and rights to convert any of them to working interests which are created in the ordinary course of the oil and gas business; provided that if any of the foregoing relate to oil and gas properties, full disclosure thereof is made in any engineering reports required to be delivered to Lender from time to time in respect of such oil and gas properties;

rights of first refusal and similar preferential rights created in the ordinary course of the oil and gas business;

operating leases;

capital lease transactions (according to GAAP) or sale-leaseback transactions where the indebtedness represented by all such transactions does not at any time exceed $100,000 in aggregate;

security interests granted or assumed to finance the purchase of any property or asset (a "Purchase Money Security Interest") where:

the security interest is granted at the time of or within 60 days after the purchase,

the security interest is limited to the property and assets acquired, and

the indebtedness represented by all Purchase Money Security Interests does not at any time exceed $100,000 in aggregate;

security interests or liens (other than those hereinbefore listed) of a specific nature (and excluding for greater certainty floating charges) on properties and assets having a fair market value not in excess of $100,000 in aggregate.

a person of which another person alone or in conjunction with its other subsidiaries owns an aggregate number of voting shares sufficient to elect a majority of the directors regardless of the manner in which other voting shares are voted; and

a partnership of which at least a majority of the outstanding income interests or capital interests are directly or indirectly owned or controlled by such person,

a duly executed copy of this agreement;

a duly executed Officer’s Certificate Re: Title Matters; and

receipt by the Lender of all fees payable hereunder.

REPRESENTATIONS AND WARRANTIES

the execution, delivery and performance by Borrower of this agreement has been duly authorized by all necessary actions and does not violate Borrower's governing documents or any applicable laws or agreements to which Borrower is subject or by which Borrower is bound;

all representations and warranties under Section 6 of the Commitment Letter are true and correct in all material respects as of the date hereof;

no Default or Event of Default has occurred as of the date hereof;

each Security Document to which the Borrower is a party has been duly executed and delivered in accordance with the terms of the Commitment Letter and remains in full force and effect as security for all Facilities and all other obligations of the Borrower to the Lender as of the date hereof; and

the obligations of Borrower under the Commitment Letter, as amended hereby, and under the Security Documents are legal, valid and binding obligations of Borrower enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally.

MISCELLANEOUS

This amending agreement shall be governed by the laws of the province of Alberta.

This amending agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together constitute one and the same instrument.

All terms and provisions of the Commitment Letter, except as amended hereby, remain in full force and effect.

ACCEPTANCE

Hemisphere Energy Corporation

Title: Chief Financial Officer