SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No.     )(1)

Gasco Energy, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

367220100

(CUSIP Number)

7979 E. Tufts Ave., Suite 1150

Denver, Colorado 80237

Attention: Diane Westerburg

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 17, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 367220100						13D
	1.	Names of Reporting Persons Orogen Energy, Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization, Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,692,288,318
			9.	Sole Dispositive Power 3,846,144,159
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Reporting Person 7,692,288,318
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 97.9%
	14.	Type of Reporting Person (See Instructions) CO

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CUSIP No. 367220100						13D
	1.	Names of Reporting Persons Markham LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization, Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 7,692,288,318
			9.	Sole Dispositive Power 3,846,144,159
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Reporting Person 7,692,288,318
	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 97.9%
	14.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 367220100 13D

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Gasco Energy, Inc., a Nevada corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 7979 E. Tufts Ave., Suite 1150, Denver, Colorado 80237.

Item 2. Identity and Background.

This Schedule 13D is being filed by and on behalf of Orogen Energy, Inc., a Delaware corporation (“Orogen”), and Markham LLC, a Delaware limited liability company (“Markham” and, collectively with Orogen, the “Reporting Persons”).

Orogen’s principal business involves making and managing oil and gas investments.  The address of Orogen’s principal business and principal office is 1 Riverway, Suite 610, Houston, Texas 77056.  Orogen is owned 100% by Dorrier Equities LP, a Texas limited partnership (“Dorrier Equities”), of which the general partner is Dorrier Management Trust, a Texas trust (“DMT”), of which John Dorrier, a natural person, serves as the sole trustee.  John Dorrier serves as the sole director and the Chairman and CEO of Orogen.  Orogen, Dorrier Equities, DMT, and John Dorrier are collectively referred to herein as the “Orogen Group.”

Markham was formed by Zoran Limited, a private limited company organized in the United Kingdom (“Zoran”), solely for the purpose of acquiring the securities of the Issuer.  Since its formation, Markham has only conducted activities related to the acquisition of the securities of the Issuer.  The following persons serve as executive officers and managers of Markham: Julian McIntyre, a natural person, is a Manager and the President; and Venkat Siva, a natural person, is a Manager, and the Vice President and Secretary.  Markham is owned 100% by Zoran, which is owned 100% by Yumi Hattori McIntyre, a natural person (“Yumi McIntyre”).  Venkat Siva serves as the sole director of Zoran, which currently has no officers.  The address of Markham’s principal business and principal office is 30A Brook Street, London W1K 5DJ.  Markham, Zoran, Julian McIntyre, Venkat Siva and Yumi McIntyre are collectively referred to herein as the “Markham Group.”

Orogen Group

The address of Dorrier Equities’ principal business and principal office is 1 Riverway, Suite 610, Houston, Texas 77056.  Dorrier Equities’ principal business involves making and managing investments.

The address of DMT’s principal business and principal office is 1 Riverway, Suite 610, Houston, Texas 77056.  DMT’s principal business involves making and managing investments.

The business address of John Dorrier is 1 Riverway, Suite 610, Houston, Texas 77056.  John Dorrier’s principal occupation is serving as Chairman and CEO of Orogen.  John Dorrier is a citizen of the United States.

During the last five years, no members of the Orogen Group have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a

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civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.

Markham Group

The address of Zoran’s principal business and principal office is c/o McIntyre Partners, 30A Brook Street, London W1K 5DJ.  Zoran’s principal business involves serving as a holding company for Markham.

The business address of Julian McIntyre is c/o McIntyre Partners, 30A Brook Street, London W1K 5DJ.  Julian McIntyre’s principal occupation is that of a private investor.  Julian McIntyre is a citizen of the United Kingdom.

The business address of Venkat Siva is c/o McIntyre Partners, 30A Brook Street, London W1K 5DJ.  Venkat Siva’s principal occupation is that of a private investor.  Venkat Siva is a citizen of India.

The business address of Yumi McIntyre is c/o McIntyre Partners, 30A Brook Street, London W1K 5DJ.  Yumi McIntyre’s principal occupation is that of a private investor.  Yumi McIntyre is a citizen of Japan.

During the last five years, no members of the Markham Group have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The source of the funds used to acquire the 7,692,288,318 shares of Common Stock beneficially owned by the Reporting Persons was (i) the extension of credit to the Issuer in the maximum principal amount of $5,000,000 in the form of a revolving credit facility to fund certain working capital requirements of the Issuer, pursuant to that certain Credit Agreement, dated effective October 18, 2013, by and among the Issuer, the Reporting Persons from time to time party thereto and Orogen, as agent (the “Credit Agreement”), and (ii) the transfer by the Reporting Persons to the Issuer of (A) the Issuer’s 5.5% Convertible Senior Notes due 2015 (“Notes”), representing 100% of the issued and outstanding Notes with an aggregate outstanding principal amount of $45,168,000, and (B) 182,065 shares of the Issuer’s Series C Convertible Preferred Stock, par value $0.001 per share (“Series C Shares”), each pursuant to the Securities Purchase Agreement, dated as of October 18, 2013, by and among the Reporting Persons and the Issuer (the “Securities Purchase Agreement”).  Pursuant to the Note Purchase Agreements (as defined below), the Reporting Persons paid an aggregate of $14,000,000 for the Notes, of which $7,000,000 was paid by each Reporting Person, and paid an aggregate of $125,000 for the Series C Shares, of which $62,500 was paid by each Reporting Person.  The source of the funds for the purchase of the Notes and the Series C Shares was cash on hand and capital contributions to the

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Reporting Persons.  Prior to the acquisitions of the Notes and Series C Shares, the Reporting Persons did not exercise control or direction over any shares of Common Stock.

The Credit Agreement is filed as Exhibit 7(c) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.  The Securities Purchase Agreement is filed as Exhibit 7(a) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

Item 4. Purpose of the Transaction.

The purpose of the Reporting Persons’ entry into the Agreements (as defined below) was for the Reporting Persons to acquire control of the Issuer, reorganize the Issuer’s board of directors and capital structures to reduce outstanding debt and operating costs, and provide capital to fund the Issuer’s immediate working capital requirements.  The Reporting Persons may take further actions to reduce operating costs, including costs associated with complying with requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Sarbanes-Oxley Act, by engaging in a “going private” transaction with the Issuer.

The Reporting Persons currently hold the shares of Common Stock and Series D Preferred Stock for the purpose of investment and influencing management, and intend to review this investment on a continuing basis. Depending on various factors, including but not limited to each Reporting Person’s business, financial position, strategic direction and prospects, price levels of the Common Stock or Series D Preferred Stock, conditions of the securities markets, and general economic and industry conditions, each of the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including but not limited to changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, each Reporting Person may, from time to time, transfer shares of Common Stock or Series D Preferred Stock to Permitted Transferees (as defined in the Stockholders Agreement) acquire or cause affiliates to acquire additional shares of Common Stock or Series D Preferred Stock, dispose of some or all of its Common Stock or Series D Preferred Stock, or continue to hold Common Stock or Series D Preferred Stock (or any combination or derivative thereof), subject to the terms and conditions of the Stockholders Agreement. In addition, without limitation, the Reporting Persons, in their capacity as stockholders, may directly or indirectly engage in discussions with members of management, directors, and stockholders of the Issuer and other parties, concerning extraordinary corporate transactions (including but not limited to a merger, reorganization or liquidation) relating to the Issuer as well as concerning its business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents and agreements or causing the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.  As a result, the Reporting Persons may take positions with respect to and seek to have one or more of the Director Nominees (as defined below) influence the decision of the Issuer’s board of directors regarding the matters discussed above.  Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, no Reporting Person has any present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that each Reporting Person may, at any time, review or reconsider its position with respect to the Issuer and reserves the right to develop such plans or proposals.

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Item 5. Interest in Securities of the Issuer.

(a)The Reporting Persons each beneficially own 7,692,288,318 shares of Common Stock, representing 97.9% of the outstanding Common Stock and consisting of the beneficial ownership of (i) 393,550,372 shares of Common Stock acquired pursuant to the Securities Purchase Agreement; (ii) 50,000 shares of Series D Preferred Stock, which are convertible into 7,295,744,128 shares of Common Stock (subject to authorization of additional shares of Common Stock), acquired pursuant to the Securities Purchase Agreement, (iii) 250,000 shares of Common Stock acquired pursuant to the Credit Agreement and (iv) 2,743,818 shares of Common Stock acquired pursuant to the terms of certain of the Note Purchase Agreements (as defined below).

(b)The Reporting Persons each have the shared power to vote or direct the vote of 7,692,288,318 shares of Common Stock pursuant to the terms and conditions of the Stockholders Agreement (as defined below).  The Reporting Persons each have the sole power to dispose or direct the disposition of 3,846,144,159 shares of Common Stock; however, such power is subject to the terms and conditions of the Stockholders Agreement.

(c)Not applicable.

(d)Not applicable.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On October 17, 2013, the Reporting Persons and certain noteholders of the Issuer, entered into certain Purchase and Sale Agreements (the “Note Purchase Agreements” and, collectively with the Credit Agreement and the Securities Purchase Agreement, the “Agreements”) pursuant to which, among other things, the Reporting Persons acquired (i) $45,168,000 in aggregate outstanding principal amount of the Notes, representing 100% of the issued and outstanding Notes, (ii) the Series C Shares, representing 100% of the issued and outstanding Series C Convertible Preferred Stock of the Issuer, and (iii) 2,743,818 shares of Common Stock.  Such securities represented beneficial ownership of less than ten percent of the issued and outstanding Common Stock pursuant to the limitations set forth in the indenture governing the Notes and the certificate of designation governing the Series C Shares.

The Note Purchase Agreements are filed as Exhibits 7(d) — 7(k) hereto and are incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

On October 18, 2013, in exchange for the issuance of 250,000 shares of Common Stock by the Issuer to the Reporting Persons, the Issuer and the Reporting Persons entered into the Credit Agreement, pursuant to which, among other things, the Reporting Persons extended credit to the Issuer in the maximum principal amount of $5,000,000 in the form of a revolving credit facility to fund certain working capital requirements of the Issuer.  On October 18, 2013, the Issuer

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borrowed $2,500,000 under the Credit Agreement, which was used for general corporate purposes, leaving the Issuer with $2,500,000 of credit availability under the Credit Agreement, subject to the terms and conditions thereof.

The Credit Agreement is filed as Exhibit 7(c) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

On October 18, 2013, following the consummation of the transactions contemplated by the Credit Agreement, the Issuer and the Reporting Persons entered into the Securities Purchase Agreement, pursuant to which, in exchange for the Reporting Persons transferring the Notes and the Series C Shares to the Issuer, the Issuer issued to the Reporting Persons an aggregate of (i) 393,550,372 shares of Common Stock and (ii) 50,000 shares of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”) of the Issuer which Series D Preferred Stock was created pursuant to the Certificate of Designation filed by the Issuer on October 15, 2013 with the Secretary of State of the State of Nevada (the “Certificate of Designation”).  The Notes and the Series C Shares were cancelled following their acquisition by the Issuer.

The Securities Purchase Agreement is filed as Exhibit 7(a) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

Each share of the Series D Preferred Stock is convertible into 145,914.88 shares of Common Stock, or an aggregate of 7,295,744,128 shares of Common Stock at an exercise price of $0.0006853311 per share of Common Stock.  The Series D Preferred Stock also ranks senior to all existing preferred stock and Common Stock of the Issuer with respect to dividend rights, redemption rights and rights upon liquidation.  From and after the date of the issuance of any shares of Series D Preferred Stock, dividends accrue on each share at the rate of 10% per annum of the Series D Preferred Stock’s stated value of $100 per share, plus accrued but unpaid dividends, compounded quarterly.  If the Issuer is liquidated and the assets and funds available for distribution among the holders of Series D Preferred Stock are insufficient to permit the payment in full of the liquidation value of all of the outstanding Series D Preferred Stock, then the entire assets and funds of the Issuer will be distributed ratably in respect of the holders of Series D Preferred Stock.  Beginning one year and one day after the original date of issuance, the Purchasers can require that the Issuer redeem the outstanding shares of Series D Preferred Stock at a redemption price equal to the stated value of $100 per share, plus accrued and unpaid dividends.  The shares of Series D Preferred Stock are entitled to vote on an as-converted basis with the holders of the Common Stock on any matter presented to the holders of the Common Stock for their action or consideration.  The Series D Preferred Stock is subject to anti-dilution protection as well as certain protective provisions.

The Certificate of Designation is filed as Exhibit 7(b) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

Immediately after the consummation of the transactions contemplated by the Securities Purchase Agreement, the Issuer accepted the resignations of Richard J. Burgess, Charles B. Crowell, Steven D. Furbush and John A. Schmit from all positions with the Issuer and its Subsidiaries, including their positions as officers, managers and directors.  On October 18, 2013, subsequent to such resignations, the Board acted by written consent to elect G. Wade Stubblefield

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(“Stubblefield”) to serve as a director of the Issuer as well as L. Edward Parker (“Parker” and together with Stubblefield, the “Director Nominees”) to serve as a director of the Issuer upon the Issuer’s compliance with Rule 14f-1 promulgated under the Exchange Act.

On October 18, 2013, the Reporting Persons entered into that certain Stockholders Agreement (the “Stockholders Agreement”), pursuant to which, among other things, the Reporting Persons agreed to do the following while the Issuer is a public company: (i) set the size of the Board at three directors, (ii) elect as a director of the Issuer Richard Langdon, who currently serves as the Issuer’s interim Chief Executive Officer, (iii) elect as directors of the Issuer two other individuals not otherwise an Affiliate (as defined therein) of the Issuer or of any of the Reporting Persons each of whom is mutually acceptable to the holders two-thirds or more of the aggregate number of votes entitled to be cast in the election of the Issuer’s directors by all stockholders of the Issuer.

If the Issuer becomes privately-held, the Reporting Persons agreed to set the size of the Board at seven directors consisting of three directors designated by Markham, three directors designated by Orogen and the then-current Chief Executive Officer.  In addition, the Reporting Persons agreed to amend the Issuer’s charter to have sufficient shares of Common Stock available for conversion of all of the shares of Series D Preferred Stock and vote all shares owned by the Reporting Persons to ensure that no major company actions shall be taken by the Issuer unless approved by the prior vote of two-thirds or more of the aggregate number of votes entitled to be cast in the election of the Issuer’s directors by all stockholders of the Issuer.

The Reporting Persons agreed to certain transfer restrictions with respect to their ownership interest in the Issuer, including the following: (i) each Reporting Person has the right of first refusal if the other Reporting Person receives an offer from a third party to purchase all of the Reporting Person’s shares in the Issuer, and (ii) each Reporting Person has a tag-along right to participate on the same terms in the sale of any of the other Reporting Person’s shares in the Issuer.

The Stockholders Agreement is filed as Exhibit 7(l) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

On October 28, 2013, the Reporting Persons, John Dorrier, Julian McIntyre, Venkat Siva, Yumi McIntyre entered into that certain Schedule 13D Group Filing Agreement (the “Group Filing Agreement”), pursuant to which, among other things, the parties agreed to (i) jointly file this Schedule 13D as a “group” within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated by the Securities Exchange Commission thereunder, (ii) make certain representations and warranties with respect to the accuracy of the information provided in this Schedule 13D and (iii) provide notice to the other parties thereto of any changes in material facts included in this Schedule 13D.

The Group Filing Agreement is filed as Exhibit 7(m) hereto and is incorporated herein by reference, and the foregoing summary is qualified in its entirety thereby.

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Item 7. Material to be Filed as Exhibits.

7(a)Securities Purchase Agreement, dated as of October 18, 2013, by and among Markham LLC, Orogen Energy, Inc. and Gasco Energy, Inc. (incorporated herein by reference to Exhibit 2.1 of the Issuer’s Form 8-K dated October 15, 2013, filed on October 21, 2013, File No. 001-32369).

7(b)Certificate of Designation for Series D Convertible Preferred Stock filed October 15, 2013 with the Secretary of State of the State of Nevada (incorporated herein by reference to Exhibit 3.1 of the Issuer’s Form 8-K dated October 15, 2013, filed on October 21, 2013, File No. 001-32369).

7(c)Credit Agreement, dated effective October 18, 2013, by and among Gasco Energy, Inc., Orogen Energy, Inc. and Markham LLC (incorporated herein by reference to Exhibit 10.1 of the Issuer’s Form 8-K dated October 15, 2013, filed on October 21, 2013, File No. 001-32369).

7(d)Purchase and Sale Agreement, dated as of October 17, 2013, by and among Kellogg Capital Markets LLC, Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(e)Purchase and Sale Agreement, dated as of October 17, 2013, by and among Quintessence Associates LP, Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(f)Purchase and Sale Agreement, dated as of October 17, 2013, by and among QVT Onshore LP, Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(g)Purchase and Sale Agreement, dated as of October 17, 2013, by and among Sacramento Park LLC, Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(h)Purchase and Sale Agreement, dated as of October 17, 2013, by and among Southpaw Credit Opportunity Master Fund LP, Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(i)Purchase and Sale Agreement, dated as of October 17, 2013, by and among Kings Road Holdings XIII Ltd., Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(j)Purchase and Sale Agreement, dated as of October 17, 2013, by and among AQR Absolute Return Master Account, L.P., Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(k)Purchase and Sale Agreement, dated as of October 17, 2013, by and among CNH CA Master Account, L.P., Markham LLC, Orogen Energy, Inc. and Surrey Energy Capital, LLC.

7(l)Stockholders Agreement, dated October 18, 2013, by and among Markham LLC, Orogen Energy, Inc. and any subsequent investors, or transferees, who become parties thereto.

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7(m)Schedule 13D Group Filing Agreement, dated October 28, 2013, by and among Markham LLC, Orogen Energy, Inc., Zoran Limited, Julian McIntyre, Yumi Hattori McIntyre, Venkat Siva, Dorrier Equities LP, Dorrier Management Trust and John Dorrier.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:October 28, 2013

OROGEN ENERGY, INC.
By:	/s/ John Dorrier
Name:	John Dorrier
Title:	Chairman and CEO
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager

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EX-7.(D)

Exhibit 7 (d)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among Kellogg Capital Markets LLC, a New York limited liability company (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $700,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller owns no shares of Common Stock and owns no shares of Preferred Stock;

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 3013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

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“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set

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forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $216,967.76 (the “Purchase Price”).

SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Common Stock and Preferred Stock.  The Seller owns no shares of Common Stock and owns no shares of Preferred Stock.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened

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against or in respect of the Notes that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions

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contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes.  Such Purchaser confirms that it has had the opportunity to acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes (other than the Company) that such

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Purchaser purchased the Notes pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing, the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto.  The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

Kellogg Capital Markets LLC
48 Wall Street, 30th Floor

New York, NY 10005

Attn:Charles Kellogg

Facsimile:  212-389-5849

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If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

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SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which

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contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
KELLOGG CAPITAL MARKETS LLC
By:	/s/ Charles Kellogg
Name:	Charles Kellogg
Title:	Managing Member
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	108,483.88	$	350,000
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	108,483.88	$	350,000
Total	$	216,967.76	$	700,000

EX-7.(E)

Exhibit 7 (e)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among Quintessence Associates LP, a Delaware limited partnership (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $173,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller owns no shares of Common Stock and owns no shares of Preferred Stock;

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 2013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

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“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $53,622.03 (the “Purchase Price”).

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SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Common Stock and Preferred Stock.  The Seller owns no shares of Common Stock and owns no shares of Preferred Stock.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

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SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.   The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding

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obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes.  Such Purchaser confirms that it has had the opportunity to

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acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes (other than the Company) that such Purchaser purchased the Notes pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

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ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing, the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto.  The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

Quintessence Associates LP
c/o QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Attn:Tracy Fu

Facsimile:  212-705-8820

If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

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SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

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SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the

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negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
QUINTESSENCE ASSOCIATES LP
By: QVT ASSOCIATES GP LLC, its Manager
By:	/s/ Tracy Fu
Name:	Tracy Fu
Title:	Managing Member
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	26,811.01	$	86,500
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	26,811.02	$	86,500
Total	$	53,622.03	$	173,000

EX-7.(F)

Exhibit 7 (f)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among QVT Onshore LP, a Delaware limited partnership (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $1,216,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller owns no shares of Common Stock and owns no shares of Preferred Stock;

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 2013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

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“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $376,904.00 (the “Purchase Price”).

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SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Common Stock and Preferred Stock.  The Seller owns no shares of Common Stock and owns no shares of Preferred Stock.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

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SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.   The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding

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obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes.  Such Purchaser confirms that it has had the opportunity to

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acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes (other than the Company) that such Purchaser purchased the Notes pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

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ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing, the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto.  The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

QVT Onshore LP
c/o QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Attn:Tracy Fu

Facsimile:  212-705-8820

If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

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SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

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SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the

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negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
QVT ONSHORE LP
By: QVT ASSOCIATES GP LLC, its Manager
By:	/s/ Tracy Fu
Name:	Tracy Fu
Title:	Managing Member
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	188,452.00	$	608,000
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	188,452.00	$	608,000
Total	$	376,904.00	$	1,216,000

EX-7.(G)

Exhibit 7 (g)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among Sacramento Park LLC, a Delaware limited liability company (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $8,270,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller owns no shares of Common Stock and owns no shares of Preferred Stock;

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 2013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

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“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $2,563,319.16 (the “Purchase Price”).

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SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Common Stock and Preferred Stock.  The Seller owns no shares of Common Stock and owns no shares of Preferred Stock.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

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SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding

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obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes.  Such Purchaser confirms that it has had the opportunity to

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acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes (other than the Company) that such Purchaser purchased the Notes pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

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ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing, the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto.  The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

Sacramento Park LLC
c/o QVT Financial LP

1177 Avenue of the Americas, 9th Floor

New York, New York 10036

Attn:Tracy Fu

Facsimile:  212-705-8820

If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

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SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

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SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the

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negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
SACRAMENTO PARK LLC
By: QVT ASSOCIATES GP LLC, its Manager
By:	/s/ Tracy Fu
Name:	Tracy Fu
Title:	Managing Member
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	1,281,659.58	$	4,135,000
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	1,281,659.58	$	4,135,000
Total	$	2,563,319.16	$	8,270,000

EX-7.(H)

Exhibit 7 (h)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among Southpaw Credit Opportunity Master Fund LP, a Cayman Islands exempted limited partnership (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $1,314,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller owns no shares of Common Stock and owns no shares of Preferred Stock;

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 3013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

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“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) an amount in cash equal to the amount set

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forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $407,279.49 (the “Purchase Price”).

SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Common Stock and Preferred Stock.  The Seller owns no shares of Common Stock and owns no shares of Preferred Stock.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened

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against or in respect of the Notes that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions

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contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes.  Such Purchaser confirms that it has had the opportunity to acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes (other than the Company) that such

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Purchaser purchased the Notes pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing, the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto.  The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

Southpaw Credit Opportunity Master Fund LP
c/o Southpaw Asset Management LP

2 Greenwich Office Park

Greenwich, CT 06831

Attn:Bob Thompson

Facsimile:  203-547-6049

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If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

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SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which

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contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John Dorrier
Title:	Chairman/CEO
SELLER:
SOUTHPAW CREDIT OPPORTUNITY MASTER FUND LP
By: SOUTHPAW GP LLC
By:	/s/ Howard Golden
Name:	Howard Golden
Title:	Managing Member of General
	Partner - Southpaw GP LLC
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M.R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	203,639.75	$	657,000
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	203,639.74	$	657,000
Total	$	407,279.49	$	1,314,000

EX-7.(I)

Exhibit 7 (i)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among Kings Road Holdings XIII Ltd., a Cayman Islands company (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $9,975,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller is the beneficial holder of 1,666,667 shares of Common Stock (the “Seller Common Stock”) and the beneficial holder of 57,502 shares of Preferred Stock (the “Seller Preferred Stock” and, collectively with the Seller Common Stock, the “Seller Equity”);

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes and the Seller Equity upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding effective August 27, 2013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

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“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Common Stock” has the meaning assigned to such term in the recitals.

“Seller Equity” has the meaning assigned to such term in the recitals.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Seller Preferred Stock” has the meaning assigned to such term in the recitals.

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

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ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND SELLER EQUITY; CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes and Seller Equity.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and the number of shares of Seller Equity set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) and the Seller Equity an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $3,216,790.65 (the “Purchase Price”).

SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes and the Seller Equity pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to

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the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Ownership of the Seller Equity.

(a)The Seller is the beneficial owner of the Seller Common Stock free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Seller Common Stock hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Seller Common Stock, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.

(b)The Seller is the beneficial owner of the Seller Preferred Stock free and clear of any and all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Seller Preferred Stock hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Seller Preferred Stock, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.

(c)The Seller Equity represents all of the Common Stock and Preferred Stock owned and held by the Seller.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes and the Seller Equity that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.   The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the Seller Equity and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to

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which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes and the Seller Equity pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and the Seller Equity and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes and the Seller Equity.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes and the Seller Equity.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to,

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individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the Seller Equity and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes and Seller Equity pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and Seller Equity and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes and Seller Equity.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes and Seller Equity.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes and the Seller Equity.  Such Purchaser confirms that it has had the opportunity to acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes and Seller Equity for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes and Seller Equity that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state

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securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes or Seller Equity purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes or Seller Equity are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes or any of the Seller Equity (other than the Company) that such Purchaser purchased the Notes and Seller Equity pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

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ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing:

(a)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers;

(b)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Seller Common Stock by transferring the Seller Common Stock electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto; and

(c)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Seller Preferred Stock by transferring the Seller Preferred Stock electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto. The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

Kings Road Holdings XIII Ltd.

c/o Polygon Global Partners LP

399 Park Avenue, 22nd Floor

New York, NY 10022

Attn: Michael T. Adams

Facsimile:  (212) 359-7301

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With a copy to:

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attn: Eleazer N. Klein, Esq.

Facsimile: (212) 593-5955

If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage

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prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes and Note Holder Equity to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
KINGS ROAD HOLDINGS XIII LTD.
By:	/s/ Michael Adams
Name:	Michael Adams
Title:	Director
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes		Shares of Seller Common Stock	Shares of Seller Preferred Stock
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	1,608,395.33	$	4,987,500.00	833,334	28,751
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	1,608,395.32	$	4,987,500.00	833,333	28,751
Total	$	3,216,790.65	$	9,975,000.00	1,666,667	57,502

EX-7.(J)

Exhibit 7 (j)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among AQR Absolute Return Master Account, L.P., a Cayman Islands Exempted Limited Partnership (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $20,020,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller is the beneficial holder of 918,686 shares of Common Stock (the “Seller Common Stock”) and the beneficial holder of 105,978 shares of Preferred Stock (the “Seller Preferred Stock” and, collectively with the Seller Common Stock, the “Seller Equity”);

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes and the Seller Equity upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 2013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

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“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Common Stock” has the meaning assigned to such term in the recitals.

“Seller Equity” has the meaning assigned to such term in the recitals.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Seller Preferred Stock” has the meaning assigned to such term in the recitals.

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

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ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND SELLER EQUITY; CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes and Seller Equity.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and the number of shares of Seller Equity set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) and the Seller Equity an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $6,205,278.07 (the “Purchase Price”).

SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes and the Seller Equity pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to

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the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Ownership of the Seller Equity.

(a)The Seller is the beneficial owner of the Seller Common Stock free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Seller Common Stock hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Seller Common Stock, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.

(b)The Seller is the beneficial owner of the Seller Preferred Stock free and clear of any and all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Seller Preferred Stock hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Seller Preferred Stock, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.

(c)The Seller Equity represents all of the Common Stock and Preferred Stock owned and held by the Seller.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes and the Seller Equity that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.   The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the Seller Equity and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to

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which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes and the Seller Equity pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and the Seller Equity and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes and the Seller Equity.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes and the Seller Equity.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to,

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individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the Seller Equity and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes and Seller Equity pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and Seller Equity and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes and Seller Equity.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes and Seller Equity.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes and the Seller Equity.  Such Purchaser confirms that it has had the opportunity to acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes and Seller Equity for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes and Seller Equity that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state

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securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes or Seller Equity purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes or Seller Equity are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes or any of the Seller Equity (other than the Company) that such Purchaser purchased the Notes and Seller Equity pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

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ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing:

(a)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers;

(b)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Seller Common Stock by transferring the Seller Common Stock electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto; and

(c)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Seller Preferred Stock by transferring the Seller Preferred Stock electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto. The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

AQR Absolute Return Master Account, L.P.
c/o AQR Capital Management, LLC

2 Greenwich Plaza

Greenwich, Connecticut 06830

Attn:Eric Arinsburg

Facsimile:  203-742-3074

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With a copy to:

AQR Capital Management
2 Greenwich Plaza

Greenwich, CT 06830

Attn:Jason Dube

Facsimile:  203-742-3208

If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage

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prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes and Note Holder Equity to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
AQR ABSOLUTE RETURN MASTER ACCOUNT, L.P.
By: AQR CAPITAL MANAGEMENT, LLC, its general partner
By:	/s/ Bradley D. Asness
Name:	Bradley D. Asness
Title:	Principal & Chief Legal Officer
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes		Shares of Seller Common Stock	Shares of Seller Preferred Stock
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	3,102,639.04	$	10,010,000	459,343	52,989
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	3,102,639.03	$	10,010,000	459,343	52,989
Total	$	6,205,278.07	$	20,020,000	918,686	105,978

EX-7.(K)

Exhibit 7 (k)

PURCHASE AND SALE AGREEMENT

This PURCHASE AND SALE AGREEMENT, dated as of October 17, 2013 (this “Agreement”), is by and among CNH CA Master Account, L.P., a Cayman Islands Exempted Limited Partnership (the “Seller”), the Purchasers listed on Exhibit A (each, a “Purchaser” and collectively the “Purchasers”) and, solely for the limited purpose of Section 8.11, Surrey Energy Capital, LLC, a Texas limited liability company (“Surrey”).  Each of the Seller and each of the Purchasers is a “Party”, and together are the “Parties”.

WHEREAS, pursuant to that certain Indenture, dated as of June 25, 2010 as amended and supplemented by that certain First Supplemental Indenture thereto dated September 22, 2010 (collectively, the “Indenture”), between Gasco Energy, Inc., a Nevada corporation (the “Company”), and Wells Fargo Bank, National Association, as trustee, the Company was authorized to issue $65,000,000 aggregate principal amount of its 5.5% Convertible Senior Notes due 2015 (the “Senior Convertible Notes”);

WHEREAS, as of the date hereof, there are $45,168,000 in aggregate principal amount of Senior Convertible Notes outstanding;

WHEREAS, the Seller is the beneficial holder of $3,500,000 in aggregate principal amount of Senior Convertible Notes (the “Notes”);

WHEREAS, the Seller is the beneficial holder of 158,465 shares of Common Stock (the “Seller Common Stock”) and the beneficial holder of 18,585 shares of Preferred Stock (the “Seller Preferred Stock” and, collectively with the Seller Common Stock, the “Seller Equity”);

WHEREAS, the Purchasers, severally and not jointly, desire to purchase from the Seller, and the Seller desires to sell to the Purchasers, the Notes and the Seller Equity upon the terms and subject to the conditions contained in this Agreement; and

WHEREAS, simultaneous with the closing of the transactions contemplated herein, the Purchasers, severally and not jointly, shall purchase (i) the Remaining Notes from the Other Sellers and (ii) all the Note Holder Equity.

NOW, THEREFORE, in consideration of the premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Purchasers agree as follows:

ARTICLE 1

DEFINITIONS, USAGE, ETC.

SECTION 1.1Defined Terms.  As used in this Agreement, the terms below have the following meanings:

“Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition “control” (including, with its correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise).

“Agreement” has the meaning assigned to such term in the preamble.

“Applicable Laws” means, with respect to any Person, any Law applicable to such Person or its business, properties or assets.

“Authorization” means any franchise, permit, license, authorization, order, certificate, registration or other consent or approval granted by any court or Governmental Authority.

“Closing” has the meaning assigned to such term in the Article 3.

“Closing Date” has the meaning assigned to such term in the Article 3.

“Common Stock” means the shares of common stock of the Company, par value $0.0001 per share.

“Company” has the meaning assigned to such term in the recitals.

“DTC” means the Depository Trust & Clearing Corporation.

“Gasco Agreement” means that certain Securities Purchase Agreement by and between the Company and the Purchasers pursuant to which, among other things, the Purchasers shall purchase from the Company certain shares of Common Stock and certain shares of Preferred Stock.

“Governmental Authority” means any federal, state or local government, or any political subdivision of any of the foregoing, or any court, agency or other entity, body, organization or group, exercising any executive, legislative, judicial, quasi-judicial, regulatory or administrative function of government.

“Indenture” has the meaning assigned to such term in the recitals.

“Laws” means all applicable state and federal laws, statutes and ordinances including all applicable decisions of courts having the effect of law in any such jurisdiction.

“Letter of Understanding” means that certain Letter of Understanding dated August 26, 2013 by and between Surrey and the Seller.

“Liens” means any mortgage, deed of trust, lien, pledge, charge, claim, security interest, restrictive covenant or easement or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under Applicable Law, as well as the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Note Holder Equity” means all of the issued and outstanding Common Stock and Preferred Stock beneficially owned by the Other Sellers.

“Notes” has the meaning assigned to such term in the recitals.

“Other Agreement” has the meaning assigned to such term in Section 8.15.

“Other Sellers” means the holders of all of the issued and outstanding Senior Convertible Notes, other than the Seller.

“Party” or “Parties” has the meaning assigned to such term in the recitals.

“Person” means any corporation, limited liability company, joint venture, partnership, individual, limited partnership, trust or other business entity, or any Governmental Authority.

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“Preferred Stock” means the shares of Series C Convertible Preferred Stock of the Company, par value $0.001 per share.

“Purchase Price” has the meaning assigned to such term in Section 2.1 herein.

“Purchaser Information” has the meaning assigned to such term in Section 5.4(a).

“Purchasers” has the meaning assigned to such term in the preamble.

“Remaining Notes” means all of the issued and outstanding Senior Convertible Notes, other than the Notes.

“Securities Act” has the meaning assigned to such term in Section 5.5.

“Seller” has the meaning assigned to such term in the preamble.

“Seller Common Stock” has the meaning assigned to such term in the recitals.

“Seller Equity” has the meaning assigned to such term in the recitals.

“Seller Information” has the meaning assigned to such term in Section 4.7(a).

“Seller Preferred Stock” has the meaning assigned to such term in the recitals.

“Senior Convertible Notes” has the meaning assigned to such term in the recitals.

“Tax” means any federal, state, county, local, foreign and other income, profits, gains, net worth, sales and use, ad valorem, gross receipts, business and occupation, license, premium, windfall profits, environmental (including taxes under Section 59A of the Tax Code), estimated, stamp, custom duties, property (real or personal), franchise, capital stock, excise, transfer, registration, value added, alternative or add-on minimum, payroll, employees, severance, withholding, disability, social security (or similar), unemployment or other tax, of any kind whatsoever, including any penalty, addition to tax and interest on the foregoing, whether disputed or not.

“Tax Code” means the Internal Revenue Code of 1986, as amended.

“Transfer Tax” means any federal, state, county, local, foreign and other sales, use, transfer, conveyance, gross receipts, documentary transfer, recording or other similar tax, fee or charge imposed upon the sale, transfer or assignment of property or any interest therein or the recording thereof, and any penalty, addition to tax or interest with respect thereto, but such term shall not include any tax on, based upon or measured by, the net income, gains or profits from such sale, transfer or assignment of the property or any interest therein.

SECTION 1.2Usage of Terms.  Except where the context otherwise requires, words importing the singular number shall include the plural number and vice versa.

SECTION 1.3References to Articles and Sections.  All references in this Agreement to Articles and Sections (and other subdivisions) refer to the corresponding Articles and Sections (and other subdivisions) of to this Agreement, unless the context expressly, or by necessary implication, otherwise requires.

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ARTICLE 2

PURCHASE AND SALE OF THE NOTES AND SELLER EQUITY; CONSIDERATION

SECTION 2.1Sale and Purchase of the Notes and Seller Equity.  On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) the Seller hereby sells, conveys, transfers and assigns to each Purchaser listed on Exhibit A, and such Purchaser, severally and not jointly, purchases from the Seller the Notes (including all accrued and unpaid interest thereunder) in the aggregate principal amount set forth opposite such Purchaser’s name on Exhibit A and the number of shares of Seller Equity set forth opposite such Purchaser’s name on Exhibit A and (b) each Purchaser hereby pays to the Seller for the sale, conveyance, transfer and assignment of the Notes (including all accrued and unpaid interest thereunder) and the Seller Equity an amount in cash equal to the amount set forth opposite such Purchaser’s name on Exhibit A, for an aggregate amount equal to $1,084,838.82 (the “Purchase Price”).

SECTION 2.2Taxes.  The Purchasers shall, severally and not jointly, be responsible for the payment when due of any Transfer Taxes imposed by reason of the transfer of the Notes and the Seller Equity pursuant to this Agreement and any deficiency, interest or penalty with respect to such Transfer Taxes unless such Transfer Taxes are specifically levied on the Seller (in which case, the Purchasers shall, severally and not jointly, promptly reimburse the Seller therefor).  The Purchasers shall, severally and not jointly, file all necessary tax returns and other documentation with respect to any Transfer Taxes, and, if required by Applicable Law, the Seller will, and will cause its Affiliates to, join in the execution of any such tax returns and other documentation.

ARTICLE 3

CLOSING

The closing of the transactions contemplated by this Agreement (the “Closing”) are taking place as of the date hereof at 9:00 a.m. Central time (the “Closing Date”) at the offices of Porter Hedges LLP, 1000 Main Street, 36th Floor, Houston, Texas 77002.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Purchasers as follows as of the Closing Date:

SECTION 4.1Power and Authority; Authorization; Binding Effect.  The Seller has all necessary power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.2Ownership of the Notes.  The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Notes hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to

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the Notes, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  The Notes represent all of the Senior Convertible Notes owned and held by the Seller.

SECTION 4.3Ownership of the Seller Equity.

(a)The Seller is the beneficial owner of the Seller Common Stock free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Seller Common Stock hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Seller Common Stock, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.

(b)The Seller is the beneficial owner of the Seller Preferred Stock free and clear of any and all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.  Upon the transfer of the Seller Preferred Stock hereunder to the Purchasers, the Purchasers will hold all of the legal, beneficial and defensible title to the Seller Preferred Stock, free and clear of all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.

(c)The Seller Equity represents all of the Common Stock and Preferred Stock owned and held by the Seller.

SECTION 4.4Absence of Litigation.  There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes and the Seller Equity that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.

SECTION 4.5Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by the Seller in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 4.6Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by the Seller of this Agreement, the sale of the Notes and the Seller Equity and the consummation by Seller of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to the Seller or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to

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which the Seller or by which the Seller or any of its property is bound; and (c) will not result in a violation of the organizational documents of the Seller.

SECTION 4.7“Big Boy” Provision.

(a)The Seller hereby acknowledges that the Purchasers may possess, possesses, or may come to possess material, non-public information about the Company which is not known to the Seller and which may be material to a decision to sell the Notes and the Seller Equity pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Seller Information”), and that the Seller wishes to proceed with the transactions contemplated hereby without disclosure to Seller of any Seller Information by the Purchasers.  The Seller also hereby acknowledges and agrees that no Purchaser shall have any obligation to disclose any Seller Information to the Seller. Seller acknowledges that no Purchaser nor any affiliate, employee or agent of any such Purchaser is acting as a fiduciary or in another similar capacity for, or an advisor to, Seller in respect of this Agreement or otherwise.

(b)The Seller further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Notes and the Seller Equity and has independently and without reliance upon either of the Purchasers or their respective agents made its own analysis and decision to sell, or cause the sale of, the Notes and the Seller Equity.  Additionally, the Seller acknowledges, agrees and represents that the Purchasers are relying on this Section 4.7 in engaging in the transactions contemplated by this Agreement and that the Purchasers would not engage in the transactions contemplated herein in the absence of this Section 4.7.  The Purchasers shall have no liability to the Seller and the Seller hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Purchasers and their respective employees, representatives and agents, relating either directly or indirectly or arising out of either Purchaser not disclosing the Seller Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Seller Information, the financial condition or prospects of the Company or the value of the Notes and the Seller Equity.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each of the Purchasers represents and warrants to the Seller, severally but not jointly, as follows as of the Closing Date:

SECTION 5.1Power and Authority; Authorization; Binding Effect.  Such Purchaser has all necessary power and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 5.2Consents and Approvals.  No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or other Person is required to be made or obtained by such Purchaser in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for consents, approvals, filings and similar requirements, the failure of which to be obtained or made would not reasonably be expected to,

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individually or in the aggregate, have a material adverse effect on the ability of such Purchaser to perform its obligations under this Agreement.

SECTION 5.3Compliance with Applicable Law; No Conflicts.  The execution, delivery and performance by such Purchaser of this Agreement, the purchase of the Notes and the Seller Equity and the consummation by such Purchaser of the other transactions contemplated hereby (a) will not violate any Applicable Law, or any order or decree of any Governmental Authority applicable to such Purchaser or any of its property; (b) will not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Purchaser or by which such Purchaser or any of its property is bound; and (c) will not result in a violation of the organizational documents of such Purchaser.

SECTION 5.4“Big Boy” Provision.

(a)Such Purchaser hereby acknowledges that the Seller may possess, possesses, or may come to possess material, non-public information about the Company which is not known to such Purchaser and which may be material to a decision to purchase the Notes and Seller Equity pursuant to this Agreement, including without limitation, information received on a confidential basis or information received on a privileged basis from attorneys and financial advisors representing the Company (the “Purchaser Information”), and that such Purchaser wishes to proceed with the transactions contemplated hereby without disclosure to such Purchaser of any Purchaser Information by the Seller.  Such Purchaser also hereby acknowledges and agrees that the Seller shall not have any obligation to disclose any Purchaser Information to such Purchaser. Such Purchaser acknowledges that neither Seller nor any affiliate, employee or agent of Seller is acting as a fiduciary or in another similar capacity for, or an advisor to, such Purchaser in respect of this Agreement or otherwise.

(b)Such Purchaser further acknowledges, agrees and represents that it has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Notes and Seller Equity and has independently and without reliance upon either the Seller or its agents made its own analysis and decision to purchase, or cause the purchase of, the Notes and Seller Equity.  Additionally, such Purchaser acknowledges, agrees and represents that the Seller is relying on this Section 5.4 in engaging in the transactions contemplated by this Agreement and that the Seller would not engage in the transactions contemplated herein in the absence of this Section 5.4.  The Seller shall have no liability to the such Purchaser and such Purchaser hereby waives, releases, acquits and forever discharges, to the fullest extent permitted by law, any and all claims and causes of action it has or may have as of the Closing Date against the Seller and its respective employees, representatives and agents, relating either directly or indirectly or arising out of the Seller not disclosing the Purchaser Information, including, without limitation, any claims of detrimental reliance on such non-disclosure of the Purchaser Information, the financial condition or prospects of the Company or the value of the Notes and Seller Equity.

SECTION 5.5Investment Intention; Accredited Investor Status.  Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks associated with the acquisition of the Notes and the Seller Equity.  Such Purchaser confirms that it has had the opportunity to acquire information about the business, assets and financial condition of the Company and its subsidiaries.  Such Purchaser will acquire the Notes and Seller Equity for investment purposes, for its own account and not with a view toward distribution or for sale in violation of the Securities Act of 1933, as amended (the “Securities Act”).  Such Purchaser understands that the transactions contemplated hereby have not been, and will not be, registered or qualified under the Securities Act, nor any state or any other applicable securities law, by reason of a specific exemption from the registration or qualification provisions of those laws, based in part upon such Purchaser’s representations in this Agreement.  Such Purchaser understands that none of the Notes and Seller Equity that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state

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securities laws or an exemption from such registration and qualification is available.  Such Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act.

ARTICLE 6

COVENANTS

SECTION 6.1Appropriate Action; Consents; Filings.  Each Purchaser shall, severally and not jointly, use commercially reasonable efforts (a) to obtain from any Governmental Authorities any Authorizations required to be obtained by such Purchasers in connection with the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (b) to make all necessary filings, and thereafter to make any other required submissions, with respect to this Agreement and the transactions contemplated hereby required under any Applicable Laws.

SECTION 6.2Receipt of Notices.  Each Party shall give prompt written notice to the other Party of the receipt of any written notice or other written communication (a) from any Governmental Authority in connection with the transactions contemplated hereby and (b) from any Person regarding the initiation or threat of initiation of any claims, actions, suits, proceedings, arbitrations or investigations against, relating to or involving or otherwise affecting the Seller or any Purchaser that relate to the consummation of the transactions contemplated hereby.

SECTION 6.3Confidentiality.  Except as and to the extent required by Law, applicable legal process, the requirement of any securities exchange or Governmental Authority or any suit or other action or proceeding involving this Agreement, without the prior written consent of the other Party, no Party will make, directly or indirectly any public comments, statement, or communication with respect to, or otherwise disclose or to permit the disclosure of, the transactions contemplated by this Agreement, other than to such Party’s investment managers or any of its or their, officers, directors, members, partners, legal and/or financial counsel, agents, affiliates or representatives. Notwithstanding anything contained in this Agreement to the contrary, each Purchaser expressly acknowledges and agrees that, prior to any sale, transfer, assignment or other disposition of any of the Notes or Seller Equity purchased from Seller hereunder (or any securities of the Company into or for which any of the Notes or Seller Equity are converted, exercised or exchanged), such Purchaser shall disclose to each purchaser and other acquirer of any of the Notes or any of the Seller Equity (other than the Company) that such Purchaser purchased the Notes and Seller Equity pursuant to an agreement containing “Big Boy” provisions (including, without limitation, those set forth in Sections 4.7, 5.4 and 5.5) and shall provide a copy of such provisions to each such purchaser and other acquirer.

SECTION 6.4Most Favored Nation.  Each Purchaser hereby, severally and not jointly, represents and warrants as of the Closing Date that none of the terms offered to any Other Seller (other than with respect to the purchase of the Preferred Stock or Common Stock as described in Section 1 of the Letter of Understanding) with respect to securities of the Company is more favorable to any such Other Seller than those of the Seller and this Agreement shall be, without any further actions by the Parties, deemed amended and modified in an economically and legally equivalent manner such that the Seller shall receive the benefit of the more favorable terms.

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ARTICLE 7

CLOSING DELIVERIES

SECTION 7.1Seller Closing Deliveries and Actions.  At the Closing:

(a)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Notes by transferring the Notes electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.  The Seller acknowledges that it will not be entitled to any further interest on the Notes after the payment of the Purchase Price by the Purchasers;

(b)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Seller Common Stock by transferring the Seller Common Stock electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto; and

(c)the Seller shall deliver and transfer to the Purchasers all legal and beneficial title to the Seller Preferred Stock by transferring the Seller Preferred Stock electronically to DTC for the account of each Purchaser set forth on Schedule 7.2 hereto.

SECTION 7.2Purchaser Closing Deliveries and Actions.  At the Closing, the Purchasers shall pay to the Seller an amount equal to the Purchase Price by wire transfer to the account set forth on Schedule 7.3 hereto. The Purchasers shall purchase the Remaining Notes and the Note Holder Equity from the Other Sellers simultaneously with the consummation of the transactions contemplated by this Agreement.

ARTICLE 8

MISCELLANEOUS

SECTION 8.1Survival.  All representations, warranties and covenants made in this Agreement and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the purchase and sale of the Notes pursuant hereto until the one (1) year anniversary of the Closing Date.

SECTION 8.2Notices.  Unless otherwise provided in this Agreement, any notice, request, instruction or other communication to be given hereunder by either Party to the other shall be in writing and (a) delivered personally, (b) delivered by first-class mail, postage prepaid or (c) sent by facsimile transmission, with a confirmation sent by way of one of the above methods, as follows:

If to the Seller, addressed to:

CNH CA Master Account, L.P.
c/o CNH Partners, LLC

2 Greenwich Plaza

Greenwich, Connecticut 06830

Attn:Eric Arinsburg

Facsimile:  203-742-3074

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With a copy to:

AQR Capital Management
2 Greenwich Plaza

Greenwich, CT 06830

Attn:Jason Dube

Facsimile:  203-742-3208

If to the Purchasers, addressed to the address set forth immediately below such Purchaser’s name on Exhibit A.

With a copy to:

Porter Hedges LLP
1000 Main Street, 36th Floor

Houston, Texas 77002

Attn:E. James Cowen

Facsimile:  713-228-1331

Either Party may designate in a writing to the other Party any other address or facsimile number to which, and any other Person to whom or which, a copy of any such notice, request, instruction or other communication should be sent.

SECTION 8.3Choice of Law.  This Agreement shall be construed (both as to validity and performance) and enforced in accordance with, and governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such jurisdiction and irrespective of any choice of law provision that would require application of the law of any other jurisdiction.

SECTION 8.4WAIVERS OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROPOSED TRANSACTION OR THE ACTIONS OF EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

SECTION 8.5Submission To Jurisdiction; Waivers.  Each Party hereby irrevocably:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of Texas, the courts of the United States of America for the Southern District of Texas, and appellate courts from any thereof;

(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage

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prepaid, to each Party at its address set forth in Section 8.2 or at such other address of which the other Parties shall have been notified pursuant thereto; and

(d)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 8.6Expenses.  Each Party shall bear its own fees and expenses related to the transactions contemplated by this Agreement including, but not limited to, all attorneys’ fees.

SECTION 8.7No Consequential or Punitive Damages.  Neither Party hereto (or any of their respective Affiliates) shall, under any circumstance, be liable to the other Party (or its Affiliates) for any consequential, exemplary, special, indirect, incidental or punitive damages claimed by such other Party under the terms of or due to any breach of this Agreement, including, but not limited to, loss of revenue or income, cost of capital, or loss of business reputation or opportunity.

SECTION 8.8Titles.  The headings of the articles and sections of this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

SECTION 8.9Waiver.  No failure of a Party to require, and no delay by a Party in requiring, the other Party to comply with any provision of this Agreement shall constitute a waiver of the right to require such compliance.  No failure of a Party to exercise, and no delay by a Party in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Party of any right or remedy under this Agreement shall be effective unless made in writing.  Any waiver by a Party of any right or remedy under this Agreement shall be limited to the specific instance and shall not constitute a waiver of such right or remedy in the future.

SECTION 8.10Binding; Third-Party Beneficiaries.  This Agreement shall be binding upon the Parties and upon each of their respective successors and assignees and shall inure to the benefit of, and be enforceable by, each Party and each of their respective successors and permitted assignees; provided, however, that neither Party shall assign any right or obligation arising pursuant to this Agreement without first obtaining the written consent of the other Party.  Nothing in this Agreement shall create or be deemed to create any third-party beneficiary rights in any Person not a party to this Agreement.

SECTION 8.11Entire Agreement.  This Agreement contain the entire agreement between the Parties with respect to the subject of this Agreement, and supersedes each course of conduct previously pursued, accepted or acquiesced in, and each written and oral agreement and representation previously made, by the Parties with respect thereto, whether or not relied or acted upon. The Letter of Understanding is hereby terminated and the Seller, the Purchasers and Surrey are released in full from their obligations thereunder. The Parties make no representations or warranties to each other, express or implied (other than as expressly contained in Sections 4 and 5 of this Agreement), and any and all prior representations and warranties made by any Party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement, it being intended that no such prior representations or warranties shall survive the execution and delivery of this Agreement.

SECTION 8.12Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 8.13Modification.  Except as contemplated by Section 6.4, no course of performance or other conduct hereafter pursued, accepted or acquiesced in, and no oral agreement or representation made in the future, by the Parties, whether or not relied or acted upon, and no usage of trade, whether or not relied or acted upon, shall modify or terminate this Agreement, impair or otherwise affect any obligation of the Parties pursuant to this Agreement or otherwise operate as a waiver of any such right or remedy.  Except as contemplated by Section 6.4, no modification of this Agreement shall be effective unless made in writing duly executed by each of the Parties.

SECTION 8.14Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

SECTION 8.15Independent Nature of Seller’s Obligations and Rights.  The obligations of the Seller hereunder are several and not joint with the obligations of any Other Seller, and the Seller shall not be responsible in any way for the performance of the obligations of any Other Seller under any agreement pursuant to which any Other Seller is selling any Remaining Notes and Note Holder Equity to the Purchasers (each such agreement, an “Other Agreement”).  Nothing contained herein, in the Letter of Understanding or in any Other Agreement, and no action taken by the Seller pursuant hereto, shall be deemed to constitute the Seller and any Other Seller as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Seller and any Other Seller are in any way acting in concert or as a group, and the Purchasers will not assert any such claim with respect to the obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement and the Purchasers acknowledge that the Seller and the Other Sellers are not acting in concert or as a group with respect to such obligations or the transactions contemplated hereby, by the Letter of Understanding or by any Other Agreement.  The Purchasers acknowledge and the Seller confirms that the Seller has independently participated in the negotiation of the transactions contemplated hereby and by the Letter of Understanding with the advice of its own counsel and advisors.  The Seller shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the Letter of Understanding, and it shall not be necessary for any Other Seller to be joined as an additional party in any proceeding for such purpose.

[Signature page to follow]

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IN WITNESS WHEREOF, each of the Purchasers and the Seller have caused to be executed by a duly authorized officer this Agreement on the day and year indicated at the beginning of this Agreement.

PURCHASERS:
MARKHAM LLC
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Manager
OROGEN ENERGY, INC.
By:	/s/ John P. Dorrier
Name:	John P. Dorrier
Title:	Chairman/CEO
SELLER:
CNH CA MASTER ACCOUNT, L.P.
By: CNH PARTNERS, LLC, its general partner
By:	/s/ Bradley D. Asness
Name:	Bradley D. Asness
Title:	Principal & Chief Legal Officer CNH Partners, LLC
SOLEY FOR THE LIMITED PURPOSE OF SECTION 8.11
SURREY:
SURREY ENERGY CAPITAL, LLC
By:	/s/ M. R. Keener
Name:	M. R. Keener
Title:	President

Signature Page to Purchase and Sale Agreement

Exhibit A

Name and Address of Purchaser	Share of Purchase Price		Share of Notes		Shares of Seller Common Stock	Shares of Seller Preferred Stock
Markham LLC 30A Brook Street London W1K 5DJ Fax: +44 (0) 20 7016 5140	$	542,419.41	$	1,750,000	79,232	9,292
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056 Fax: (713) 871-1351	$	542,419.41	$	1,750,000	79,233	9,293
Total	$	1,084,838.82	$	3,500,000	158,465	18,585

EX-7.(L)

Exhibit 7 (l)

STOCKHOLDERS AGREEMENT

RELATING TO SECURITIES OF

GASCO ENERGY, INC.

DATED

OCTOBER 18, 2013

TABLE OF CONTENTS

			Page
1.	Certain Definitions and Interpretations		2
	1.1	Defined Terms	2
	1.2	Interpretations	5
2.	Election of Directors if Company is Publicly-Held		5
	2.1	Size of the Board	5
	2.2	Board Composition	5
	2.3	Failure to Designate a Board Member	6
	2.4	Removal of Board Members; Vacancies	6
	2.5	No Liability for Election of Recommended Directors	6
3.	Election of Directors if Company is Privately-Held		6
	3.1	Size of the Board	6
	3.2	Board Composition	6
	3.3	Failure to Designate a Board Member	7
	3.4	Removal of Board Members	7
	3.5	No Liability for Election of Recommended Directors	8
4.	Voting to Increase Authorized Common Stock		8
5.	Other Voting Matters		8
	5.1	Major Company Actions	8
	5.2	Joinder by Company	10
6.	Acquisition Costs		11
7.	Right of First Refusal		11
	7.1	Grant of Right of First Refusal	11
	7.2	Offered Shares Transfer Exceptions	11
	7.3	Offer Notice	12
	7.4	Exercise of Right of First Refusal	12
	7.5	Consummation of ROFR Sale	12
	7.6	Cooperation	13
	7.7	Closing	13
	7.8	Enforcement and Waiver of Tag-along Rights	13
8.	Tag-along Right		13
	8.1	Participation on Sale of Shares	13
	8.2	Tag-along Sale Exceptions	13
	8.3	Exercise of Tag-along Right	13
	8.4	Waiver	14
	8.5	Cooperation	14
	8.6	Consummation of Tag-along Sale	14
	8.7	Enforcement and Waiver of Tag-along Rights	15

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9.	Remedies		15
	9.1	Specific Enforcement	15
	9.2	Remedies Cumulative	15
10.	Termination		15
11.	Miscellaneous		15
	11.1	Transfers of Shares	15
	11.2	Successors and Assigns	16
	11.3	Governing Law	16
	11.4	Counterparts	16
	11.5	Titles and Subtitles	16
	11.6	Notices	16
	11.7	Consent Required to Amend, Terminate or Waive	16
	11.8	Delays or Omissions	17
	11.9	Severability	17
	11.10	Entire Agreement	17
	11.11	Share Certificate Legend	17
	11.12	Stock Splits, Stock Dividends, etc.	18
	11.13	Manner of Voting	18
	11.14	Further Assurances	18
	11.15	WAIVER OF JURY TRIAL	18
	11.16	Costs of Enforcement	18
	11.17	Aggregation of Shares	19

Schedule A	-	Investors and Shares
Exhibit A	-	Adoption Agreement

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STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”), is made and entered into as of October 18, 2013, by and among Markham LLC, a Delaware limited liability company (“Markham”), Orogen Energy, Inc., a Delaware corporation (“Orogen” and together with Markham, the “Investors”) and any subsequent investors, or transferees, who become parties hereto (collectively with the Investors, the “Stockholders”).

RECITALS

A.Concurrently with the execution of this Agreement, the Investors are entering into a Securities Purchase Agreement (the “Purchase Agreement”) with Gasco Energy, Inc., a Nevada corporation (the “Company”), providing for the purchase by Markham and Orogen from the Company of 50,000 shares of the Company’s newly-designated Series D Convertible Preferred Stock, par value $0.001 (the “Series D Preferred”), and a total of 393,550,372 shares of the Company’s common stock, par value $.0001 (the “Common Stock”).

B.Also concurrently with the execution of this Agreement, the Investors are entering into a Credit Agreement with the Company pursuant to which the Company issued 250,000 shares of Common Stock to the Investors in exchange for the Investors providing the Company a credit facility for the purposes therein described (the “Credit Agreement”).

C.The Investors have also acquired a total of 2,743,818 shares of Common Stock in a privately-negotiated purchase.

D.Although each share of Series D Preferred is initially convertible into 150,764.65 shares of Common Stock, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to enable the Investors to fully convert their Series D Preferred.  Accordingly, the Board of Directors of the Company has approved and adopted an amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to increase the authorized number of shares of Common Stock as required to permit the full conversion of the Series D Preferred (the “Charter Amendment”) and have recommended that the stockholders of the Company approve the Charter Amendment by written consent.

E.Following the consummation of the Purchase Agreement and the Credit Facility, Markham and Orogen will each own 25,000 shares of Series D Preferred and 198,272,095 shares of Common Stock (including the acquisition of Common Stock described in Recital C).

F.The Stockholders desire to enter into this Agreement to set forth their agreements with respect to how the Shares held by them will be voted for directors of the Company, on the Charter Amendment and on other matters.  Additionally, the Investors desire to set forth in this Agreement certain agreements regarding the disposition of the Shares held by each of them.

NOW, THEREFORE, the parties agree as follows:

1.Certain Definitions and Interpretations.

1.1Defined Terms. As used in this Agreement, the following initially capitalized terms have the meanings given them below:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with another Person, with the terms “control” and “controlled” meaning for purposes of this definition, the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities or partnership or other ownership interests, or by contract or otherwise.

“Agreement” has the meaning set forth in the introductory paragraph hereto.

“Approved Budgets” has the meaning given to that term in Section 5.1(f).

“Board” means the Board and Directors of the Company.

“Business Day” means any day other than a Saturday, a Sunday, or a holiday on which national banking associations in the City of New York, New York are required or permitted to be closed.

“CEO Director” has the meaning given that term in Section 2.2(a).

“Chairman” has the meaning given that term in Section 5.2(c).

“Charter Amendment” has the meaning set forth in the recitals hereto.

“Common Stock” has the meaning set forth in the recitals hereto.

“Company” has the meaning set forth in the recitals hereto.

“Credit Agreement” has the meaning set forth in the recitals hereto.

“Executive Officer” shall mean an the Company’s chief executive officer, president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the Company, any other officer who performs a policy-making function.  Officers of the Company’s direct or indirect subsidiaries shall be deemed Executive Officers of the Company if they perform such policy-making functions for the issuer.  For the avoidance of doubt, “policy-making function” is not intended to include policy-making functions that are not significant.

“Investors” has the meaning set forth in the introductory paragraph hereto.

“Markham” has the meaning set forth in the introductory paragraph hereto.

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“Markham Designees” has the meaning given that term in Section 3.2(a)(i).

“Offered Shares” has the meaning given that term in Section 7.1.

“Offering Investor” has the meaning given that term in Section 7.1.

“Offering Investor Notice” has the meaning given that term in Section 7.3(a).

“Option Period” has the meaning given that term in Section 7.4(a).

“Orogen” has the meaning set forth in the introductory paragraph hereto.

“Orogen Designees” has the meaning given that term in Section 3.2(a)(ii).

“Permitted Transferee” means (a) with respect to any Stockholder that is an entity, any Affiliate of such Stockholder, and (b) with respect to any Stockholder who is a natural person, (i) a trust under which the distribution of Shares may be made only to such Stockholder and/or any Family Group Member of such Stockholder, (ii) a charitable remainder trust, the income from which will be paid to such Stockholder during his life, (iii) a corporation, partnership or limited liability company, the stockholders, partners or members of which are only such Stockholder and/or Family Group Members of such Stockholder or (iv) by will or by the laws of intestate succession, to such Stockholder’s executors, administrators, testamentary trustees, legatees or beneficiaries.  For purposes of this definition, “Family Group Member” means, with respect to any natural person, such natural person’s spouse, parent, siblings, descendants (including adoptive relationships and stepchildren) and the spouses of each such natural persons.  No Person shall be deemed a Permitted Transferee unless such Person executes and delivers an Adoption Agreement in substantially the form of Exhibit A.

“Person” means an individual, corporation, partnership, association, joint stock company, limited liability company, governmental body, business trust, unincorporated organization, or other legal entity.

“Purchase Agreement” has the meaning set forth in the recitals hereto.

“Purchasing Investor” has the meaning set forth in Section 7.4(a).

“ROFR Exercise Notice” has the meaning set forth in Section 7.4(a).

“Selling Investor” has the meaning set forth in Section 8.1.

“Series D Preferred” has the meaning set forth in the recitals hereto.

“Share Acquisition Costs” means all out-of-pocket expenses reasonably paid or incurred by an Investor or its Affiliates in connection with the negotiation, execution and delivery of the Purchase Agreement, the Credit Agreement, that certain Schedule 13D Group Filing Agreement between the Investors, this Agreement and the transactions contemplated by any of such agreements including: (i) due diligence expenses, (ii) accounting expenses, (iii) travel expenses, (iv) filing fees, (v) attorney fees and expenses of negotiating such

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agreements and preparing and filing required filings and reports with the U.S. Securities and Exchange Commission, including Form 3s, Schedule 13D, Schedule 14C, Schedule 14F-1, and Form 8-Ks and (vi) transaction origination expenses reasonably related to the development, negotiations and consummation of the transactions contemplated by the Purchase Agreement and Credit Agreement, including expenses paid by Investors or its Affiliates to Surrey Energy Capital, LLC.

“Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board (including all shares of Common Stock and Series D Preferred) by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through purchase, stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

“Share Voting Power” shall mean the aggregate number of votes entitled to be cast in the election of the Company’s directors by all Stockholders, calculated on an “as converted” basis.  For the avoidance of doubt, and assuming that only shares of Common Stock and Series D Preferred are outstanding, 100% of the Share Voting Power would be calculated as the sum of (i) the total number of shares of Common Stock then held by Stockholders plus (ii) the number of shares of Common Stock into which the Series D Preferred then held by Stockholders is convertible.

“Stockholders” has the meaning set forth in the introductory paragraph hereto.

“Tag-along Exercise Notice” has the meaning set forth in Section 8.3(a).

“Tag-along Investor” has the meaning set forth in Section 8.1.

“Tag-along Pro Rata Portion” means, for any Selling Investor or Tag-along Investor and for any particular class or series of Tag-along Shares as of any particular time, a fraction determined by dividing (a) the number of Shares of the applicable class or series of Tag-along Shares owned by such Investor immediately prior to such time by (b) the aggregate number of Shares of the applicable class or series of Tag-along Shares owned by the Selling Investor and the Tag-along Investor timely electing to participate in the applicable Tag-along Sale pursuant to Section 8.3(a) immediately prior to such time.

“Tag-along Sale” has the meaning set forth in Section 8.1.

“Tag-along Shares” has the meaning set forth in Section 8.1.

“Third Party Purchaser” has the meaning given that term in Section 7.1.

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Shares owned by a Person or any interest (including a beneficial interest) in any Shares owned by a Person.

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“Transferee” means a recipient of, or proposed recipient of, a Transfer, including a Permitted Transferee or a Prospective Transferee.

“Waived ROFR Transfer Period” has the meaning given that term in Section 7.5.

1.2Interpretations.  All references in this Agreement to sections, subsections and other subdivisions refer to corresponding sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions.  The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.  Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.  The word “or” is not exclusive.  The word “including” means “including, without limitation.”  All references herein to “$” or “dollars” shall refer to U.S. Dollars.  Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.  No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

2.Election of Directors if Company is Publicly-Held.  The provisions of this Section 2 shall be applicable for so long as the Company is subject to the reporting requirements of Section 15(d) of the 1933 Act or has a class of securities registered under Section 12 of the 1934 Act.  Otherwise, the provisions of Section 3 shall be applicable instead.

2.1Size of the Board.  Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at three (3) directors.

2.2Board Composition.  Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant to any written consent of the stockholders of the Company, that the following persons shall be nominated and elected to the Board:

(a)The Company’s Chief Executive Officer (the “CEO Director”), who shall initially be Richard Langdon, provided, however that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board, and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director; and

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(b)Two individuals not otherwise an Affiliate of the Company or of any Investor each of whom is mutually acceptable to the holders of a two-thirds or more of the Share Voting Power.

2.3Failure to Designate a Board Member.  In the absence of any designation from the Persons or groups with the right to designate a director as specified in this Section 2, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

2.4Removal of Board Members; Vacancies.  Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(a)no director elected pursuant to Section 2.2 may be removed from office unless such removal is directed or approved by the affirmative vote or written consent of holders of two-thirds or more of the Share Voting Power; and

(b)any vacancies created by the resignation, removal or death of a director elected pursuant to Section 2.2 shall be filled pursuant to the provisions of this Section 2.

2.5No Liability for Election of Recommended Directors.  No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director or for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

3.Election of Directors if Company is Privately-Held.  The provisions of this Section 3 shall be applicable for so long as the Company is not subject to the reporting requirements of Section 15(d) of the 1933 Act and does not have a class of securities registered under Section 12 of the 1934 Act.  Otherwise, the provisions of Section 2 shall be applicable instead.

3.1Size of the Board.  Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at seven (7) directors.

3.2Board Composition.

(a)Each Stockholder agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders of the Company at which an election of directors is held or pursuant to any written consent of the stockholders of the Company, for the following persons to be elected to the Board and for the Chairman to be elected or appointed as follows:

(i)Three (3) individuals designated by Markham (the “Markham Designees”), for so long as Markham and its Affiliates continue to own beneficially at

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least thirty percent (30%) of the outstanding shares of Common Stock, which outstanding shares of Common Stock shall be deemed to include all shares of Common Stock issuable upon conversion of Series D Preferred held by Markham and its Affiliates.

(ii)Three (3) individuals designated by Orogen (the “Orogen Designees”), for so long as Orogen and its Affiliates continue to own beneficially at least thirty percent (30%) of the outstanding shares of Common Stock, which outstanding shares of Common Stock shall be deemed to include all shares of Common Stock issuable upon conversion of Series D Preferred held by Orogen or its Affiliates.

(iii)The CEO Director, provided, however, that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board; and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director.

(iv)For so long as John Dorrier is an Orogen Designee to the Board, the Stockholders shall by affirmative vote or written consent cause John Dorrier to be designated as the Chairman, or shall cause their respective Board designees to so elect John Dorrier as Chairman, in each case for a period of two years from the date this Section 3 becomes applicable as provided in the introductory paragraph of this Section 3.  Thereafter, the Stockholders shall cause, or shall cause their respective Board designees to cause, the Chairman to be a Board member approved by prior vote or written consent of two-thirds or more of Share Voting Power (which Chairman may include John Dorrier) and for such Chairman to be elected or appointed for a one-year term.

3.3Failure to Designate a Board Member.  In the absence of any designation from the Persons or groups with the right to designate a director as specified in this Section 3, the director previously designated by them and then serving shall be reelected if still eligible to serve as provided herein.

3.4Removal of Board Members.

(a)Each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

(i)no director elected pursuant to Section 3.2 may be removed from office unless (i) such removal is directed or approved by the affirmative vote or written consent of the Person, or of the holders of the shares of stock, entitled under Section 3.2 to designate that director; or (ii) the Person(s) originally entitled to designate or approve such director pursuant to Section 3.2 is no longer so entitled to designate or approve such director;

(ii)any vacancies created by the resignation, removal or death of a director elected pursuant to Section 3.2 shall be filled pursuant to the provisions of this Section 3.2; and

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(iii)upon the request of any party entitled to designate a director as provided in Section 3.2 to remove such director, such director shall be removed.

(b)All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Company agrees at the request of any party entitled to designate directors to call a special meeting of stockholders of the Company for the purpose of electing directors.

3.5No Liability for Election of Recommended Directors.  No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director or for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

4.Voting to Increase Authorized Common Stock.  Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to approve the Charter Amendment and thereafter increase the number of authorized shares of Common Stock from time-to-time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Series D Preferred outstanding at any given time.

5.Other Voting Matters.

5.1Major Company Actions.  Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that none of the following actions shall be taken by the Company unless approved by the prior vote or written consent of two-thirds or more of Share Voting Power:

(a)amend the articles of incorporation or bylaws of the Company, each as from time to time amended and restated, or designate any series or class of preferred stock or common stock;

(b)merge, combine, or consolidate the Company or any subsidiary of the Company with any other entity or convert the Company or any subsidiary of the Company into another form of entity;

(c)liquidate or dissolve the Company, commence a voluntary bankruptcy by the Company, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Company;

(d)declare any dividend or distribution with respect to equity securities of the Company;

(e)enter into or amend any contract or arrangement between or among the Company, any direct or indirect subsidiary of the Company on the one hand and any Stockholder or an Affiliate of a Stockholder on the other;

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(f)approve annual budgets for general and administrative expenses (including salary, bonuses, general operating and overhead expenses) of the Company or any of its subsidiaries, or incur expenses or disburse funds for any of such purposes (any budgets which are approved as required herein are referred to as “Approved Budgets”);

(g)make any expenditure not otherwise subject to approval under this Section 5.1, which exceeds by more than 5% the amount set forth in the appropriate line item for such expenditure in an Approved Budget or which causes the category of expenditures which encompasses such line item (such as general and administrative expenses, capital expenditures, lease operating expenses, etc.) to exceed by more than 5% the amount set forth for such category in an Approved Budget (provided, however, that no modifications or increases may be made to any compensation amounts (whether salary or bonus) for persons specifically named in the Approved Budget);

(h)approve, grant or enter into an agreement or arrangements for any payment or grant of, annual compensation or benefits to Executive Officers or directors of the Company or the payment of any severance amounts upon termination of such Executive Officers or directors, including entering into employment agreements, severance agreements, adopting equity incentive plans or employee benefit plans, or granting options or benefits to any such persons under any existing or future plans;

(i)acquire, purchase, sell, lease, or transfer, directly or indirectly (including through subsidiaries or by way of any farm-in or farm-out), any assets, other than (i) sales of production produced and sold in the ordinary course of business, (ii) disposition or abandonment of obsolete equipment, (iii) plugging and abandonment of wells and leases in the ordinary course of business or as required by law, and (iv) acquisition or dispositions of assets in any single or related series of transactions with a fair market value, in the aggregate, of less than $500,000;

(j)enter into or modify in any material respect any (A) contract to sell or market hydrocarbons at a fixed price, or at a price that is not based on a readily established fair market price index, if the term of such contract is more than six months and the total consideration anticipated to be received in respect of such contract is in excess of $500,000 or (B) hedge, swap, futures, option, or other derivative transactions or contracts;

(k)create, incur, assume, guarantee, refinance or prepay any indebtedness for borrowed money at the Company or subsidiary of the Company level, the outstanding principal amount of which exceeds $500,000 at any one time, or amend, modify or otherwise alter the terms and provisions of any such indebtedness (including by waiver or consent);

(l)cause the Company to enter into a guarantee obligation with respect to the indebtedness of any Person other than a subsidiary of the Company, exclusive of guaranties customarily granted under the terms of a joint operating or similar agreement, or use any property of the Company or any Subsidiary of the Company for any purpose other than the business of the Company or such subsidiary;

(m)mortgage, pledge, assign in trust or otherwise encumber any property or assets of the Company or any subsidiary of the Company, or assign any monies owed or to be

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owed to the Company or any subsidiary of the Company, except for customary liens contained in or arising under operating or similar agreements executed by or binding on the Company or to secure indebtedness permitted under Section 5.1(k);

(n)lend or otherwise advance money to any Person other than (i) to a wholly-owned direct or indirect subsidiary or (ii) as may be required to be advanced by the Company under the terms of agreements to which the Company is or becomes a party, including joint development agreements, joint ventures and joint operating agreements;

(o)appoint the Company’s independent certified public accountants;

(p)appoint the Company’s independent petroleum engineers;

(q)issue any equity securities of the Company or any options, warrants or other obligations convertible into or exchangeable for equity securities of the Company other than (i) equity securities issuable upon exercise or conversion of options, warrants, convertible securities or exchangeable securities outstanding on the date of this Agreement (including the Series D Preferred) or pursuant to antidilution of provisions of such securities, or (ii) equity securities issuable under the terms of options, warrants, convertible securities, or exchangeable securities issued after the date of this Agreement and not in contravention of this Agreement;

(r)change the Company’s status as a “C corporation” for federal income tax purposes;

(s)(A) compromise or settle any lawsuit, administrative matter or other dispute where the amount the Company may recover or might be obligated to pay, as applicable, is in excess of $100,000 or (B) to repair or replace property or assets of the Company damaged or destroyed as a result of an accident or other occurrence when the Company’s share of the costs of repair or replacement in excess of insurance coverage (either individually or in the aggregate) is in excess of $250,000, except in an instance of an emergency outside of the reasonable control of the officers of the Company, in which event (x) such amount may be incurred as shall be reasonably necessary to maintain the assets and business of the Company during such emergency, and (y) the officers of the Company give prompt written notice to the Board of the occurrence of the emergency and the amount of expenditures related to the emergency;

(t)redeem or repurchase any securities of the Company or any subsidiary other than pursuant to the terms of such securities providing for mandatory redemption or repurchase;

(u)terminate the employment of any Executive Officer of the Company; or

(v)take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing.

5.2Joinder by Company.  If the Company ceases to be subject to the reporting requirements of Section 15(d) of the 1933 Act and does not have a class of securities registered

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under Section 12 of the 1934 Act, the Stockholders shall use their commercially reasonable best efforts to promptly cause the Company to take the following actions:

(a)Become a party to this Agreement;

(b)Specifically agree not to take any action listed in Section 5.1 unless approved by the prior vote or written consent of two-thirds or more of Share Voting Power; and

(c)Amend the Company’s bylaws with respect to the authority of the Chairman of the Board (the “Chairman”) to provide that:

(i)The Chairman shall preside at meetings of the Board of Directors but otherwise shall have no other authority or rights in addition to or different from that of any other member of the Board;

(ii)The Chairman shall have no authority as an officer, employee or agent of the Company to take any action on behalf of or to bind the Company, unless otherwise approved by two-thirds or more of Share Voting Power; and

(iii)The Chairman shall not assume the authority of any Executive Officer in case of the death, disability or absence of such Executive Officer, unless otherwise approved by two-thirds or more of Share Voting Power.

6.Acquisition Costs.  The Investors hereby agree to share equally all Share Acquisition Costs.  Accordingly, each Investor agrees to promptly pay or reimburse the other for one half of all Share Acquisition Costs upon presentation of documentation of the incurrence or payment, as the case may be, of any Share Acquisition Costs.

7.Right of First Refusal.

7.1Grant of Right of First Refusal.  At any time and subject to the terms and conditions specified in this Section 7, each Investor shall have a right of first refusal if the other Investor (the “Offering Investor”) receives an offer from a Person (a “Third Party Purchaser”) that the Offering Investor desires to accept to purchase all but not less than all of the Shares proposed to be Transferred by the Offering Investor (the “Offered Shares”).  Each time the Offering Investor receives an offer for any of its Shares from an Third Party Purchaser that the Offering Investor desires to accept, the Offering Investor shall first make an offer of the Offered Shares to the other Investor in accordance with the following provisions of this Section 7 prior to Transferring such Offered Shares to the Third Party Purchaser.

7.2Offered Shares Transfer Exceptions.  Notwithstanding anything herein to the contrary, the right of first refusal in Section 7.1 shall not apply to any Transfer of Shares that is:

(a)permitted by and made in accordance with Section 11.1(b); or

(b)are made by an Investor upon the exercise of its tag-along right pursuant to Section 8.

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7.3Offer Notice.

(a)The Offering Investor shall, within five (5) days of receipt of offer from the Third Party Purchaser, give written notice (the “Offering Investor Notice”) to the other Investor stating that it has received a bona fide offer from an Third Party Purchaser that it desires to accept and specifying: (i) the number and class of Offered Shares to be sold by the Offering Investor; (ii) the name of the person or entity who has offered to purchase such Offered Shares; (iii) the per share purchase price and all other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; (iv) the proposed date, time and location of the closing of the Transfer, and (v) any forms of agreement(s) proposed to be executed in connection therewith.

(b)The Offering Investor Notice shall constitute the Offering Investor’s offer to Transfer the Offered Shares to the other Investor, which offer shall be irrevocable until the end of the Option Period (as defined below).

(c)By delivering the Offering Investor Notice, the Offering Investor represents and warrants to the other Investor that: (i) the Offering Investor has full right, title and interest in and to the Offered Shares; (ii) the Offering Investor has all the necessary power and authority and has taken all necessary action to sell such Offered Shares as contemplated by this Section 7; and (iii) the Offered Shares are (or will be upon closing of the purchase and sale) free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

7.4Exercise of Right of First Refusal.

(a)Upon receipt of the Offering Investor Notice, the other Investor shall have ten (10) days (the “Option Period”) to elect to either (i) purchase all (but not less than all) of the Offered Shares by delivering a written notice (a “ROFR Exercise Notice”) to the Offering Investor stating that it offers to purchase such Offered Shares on the terms specified in the Offering Investor Notice, or (ii) exercise the other Investor’s Tag-along Rights under Section 8.  Any ROFR Exercise Notice shall be binding upon delivery and irrevocable by the applicable Investor (the “Purchasing Investor”).

(b)If an Investor does not deliver a ROFR Exercise Notice during the Option Period, the Investor shall be deemed to have waived all of such Investor’s rights to purchase the Offered Shares under this Section 7, and the Offering Investor shall thereafter, subject to the rights of the other Investor under Section 8, be free to sell the Offered Shares to the Third Party Purchaser specified in the Offering Investor Notice without any further obligation to such Investor pursuant to this Section 7.

7.5Consummation of ROFR Sale.  The Purchasing Investor shall during the 30-day period immediately following the expiration of the Option Period (which period may be extended for a reasonable time not to exceed a total of sixty (60) days to the extent reasonably necessary to obtain any government approvals) (the “Waived ROFR Transfer Period”), purchase all of the Offered Shares on terms and conditions no less favorable to the Offering Investor than those set forth in the Offering Investor Notice.  If the other Investor does not

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deliver a ROFR Exercise Notice in accordance with Section 7.4 or a Tag-Along Exercise Notice in accordance with Section 8.3, the Offering Investor may, within the “Waived ROFR Transfer Period”, Transfer all of the Offered Shares to the Third Party Purchaser on terms and conditions no more favorable to the Third Party Purchaser than those set forth in the Offering Investor Notice.  If the Offering Investor does not Transfer the Offered Shares within such period or, if such Transfer is not consummated within the Waived ROFR Transfer Period, the rights provided under this Section 7 and in Section 8 shall be deemed to be revived and the Offered Shares shall not be Transferred to the Third Party Purchaser unless the Offering Investor sends a new Offering Investor Notice in accordance with, and otherwise complies with, this Section 7 and Section 8.

7.6Cooperation.  Each Stockholder shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 7 including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

7.7Closing.  At the closing of any sale and purchase pursuant to this Section 7, the Offering Investor shall deliver to the Purchasing Investor(s) certificate or certificates representing the Offered Shares to be sold (if any), accompanied by stock powers with signatures guaranteed and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from such Purchasing Investor(s) by certified or official bank check or by wire transfer of immediately available funds.

7.8Enforcement and Waiver of Tag-along Rights.  The provisions of this Section 7 are for the benefit of the Investors only, and no other Stockholder, and may be enforced or waived only by the Investor entitled to enforce or waive such provisions.

8.Tag-along Right.

8.1Participation on Sale of Shares.  Subject to the terms and conditions specified in this Section 8, if any Investor (the “Selling Investor”) proposes to Transfer any of its Shares (collectively, the “Tag-along Shares”) to any Person, the other Investor (the “Tag-along Investor”) shall be permitted to participate in such sale (a “Tag-along Sale”) on the terms and conditions set forth in this Section 8.  This participation right and the terms and conditions set forth in this Section 8 shall be applied separately on a class-by-class and series-by-series basis for each class or series of Tag-along Shares, as applicable.

8.2Tag-along Sale Exceptions.  Notwithstanding anything herein to the contrary, the provisions of this Section 8 shall not apply to any Transfer of Tag-along Shares that is:

(i)permitted by and made in accordance with Section 11.1(b); or

(ii)made to any Purchasing Investor pursuant to the exercise of the rights set forth in Section 7.

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8.3Exercise of Tag-along Right.

(a)The Tag-along Investor may exercise its right to participate in the Tag-along Sale on the terms described in the Offering Investor Notice by delivering to the Selling Investor a written notice (a “Tag-along Exercise Notice”) within the Option Period stating (i) the Tag-along Investor’s election to do so for each class or series of Tag-along Shares included in the Offering Investor Notice within the Option Period, and (ii) its election to not exercise its rights under Section 7.  The election of the Tag-along Investor set forth in a Tag-along Exercise Notice shall be irrevocable, and, to the extent the offer described in the Offering Investor Notice is accepted, such Tag-along Investor shall be bound and obligated to consummate the Transfer on the terms and conditions set forth in this Section 8.

(b)The Selling Investor and Tag-along Investor timely electing to participate in the Tag-along Sale pursuant to Section 8.4(a) shall have the right to Transfer in the Tag-along Sale the number of Shares of each class or series of Tag-along Shares set out in the applicable Offering Investor Notice, treated as separate classes for purposes of this calculation, equal to the product of (A) the aggregate number of shares of the particular class or series of Tag-along Share, as the case may be, set out in the applicable Offering Investor Notice and (B) such Investor’s Tag-along Pro Rata Portion for the applicable class or series of Tag-along Share.  The Tag-along Investor may elect to sell in the Tag-along Sale less than the number of Shares calculated pursuant to this Section 8.3(b) for any particular class or series of Tag-along Share, in which case the Selling Investor shall have the right to sell the applicable shares of Tag-along Shares not elected to be sold by a Tag-along Investor.

8.4Waiver.  If a Tag-along Investor fails to deliver a Tag-along Exercise Notice in compliance with Section 8.3(a), the Tag-along Investor shall be deemed to have waived all of such Tag-along Investor’s rights to participate in the Tag-along Sale with respect to the Shares owned by such Tag-along Investor, and the Selling Investor shall thereafter be free to sell to the prospective Transferee the Tag-along Shares identified in the Offering Investor Notice at a per share price for each class or series of such Tag-along Shares that is no greater than the applicable per share price set forth in the Offering Investor Notice and on other terms and conditions which are not in the aggregate materially more favorable to the Selling Investor than those set forth in the Offering Investor Notice, without any further obligation to the non-accepting Tag-along Investor.

8.5Cooperation.  The Selling Investor and Tag-along Investor shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments (including stock certificates evidencing the applicable Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank), in each case, consistent with the agreements being entered into and the certificates and instruments being delivered by the Selling Investor.

8.6Consummation of Tag-along Sale.  Subject to the requirements and conditions of this Section 8 and the other applicable provisions of this Agreement, each of the Selling Investor and to the extent that a Tag-along Investor delivers a Tag-along Exercise Notice in compliance with Section 8.3(a), the Tag-along Investor, shall have thirty (30) days following the expiration of the Option Period in which to consummate the Tag-along Sale, on terms materially similar to those set forth in the Offering Investor Notice (which period may be extended for a reasonable

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time not to exceed a total of sixty (60) days to the extent reasonably necessary to obtain any government approvals).  If at the end of such period the Selling Investor has not completed the Tag-along Sale, the Selling Investor may not then effect a Transfer that is subject to this Section 8 without again fully complying with the provisions of this Section 8 and Section 7.

8.7Enforcement and Waiver of Tag-along Rights(a).  The provisions of this Section 8 are for the benefit of the Investors only, and no other Stockholder, and may be enforced or waived only by the Investor entitled to enforce or waive such provisions.

 9.Remedies.

9.1Specific Enforcement.  Each party acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached.  Accordingly, it is agreed that each of the Stockholders shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

9.2Remedies Cumulative.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

10.Termination.  This Agreement shall be terminated under the following circumstances: (i) by the written election of two-thirds or more of the Share Voting Power; or (ii) upon the closing of any merger, acquisition, share exchange, reorganization or other transaction, in each case approved as required by Section 5, as a result of which all Shares are converted or exchanged for or into securities not issued by the Company or any direct or indirect subsidiary of the Company, cash or other property, or a combination of such consideration.

11.Miscellaneous.

11.1Transfers of Shares.

(a)Except as permitted pursuant to Section 11.1(b) or in accordance with the procedures described in Section 7 or Section 8, each Stockholder agrees that such Stockholder will not, directly or indirectly, voluntarily or involuntarily Transfer any of such Stockholder’s Shares.

(b)The provisions of Section 11.1(a), Section 7 and Section 8 shall not apply to any of the following Transfers by any Stockholder of any of its Shares:

(i)to a Permitted Transferee; or

(ii)pursuant to a merger, consolidation or other business combination of the Company that has been approved in compliance with Section 5.

(c)Except with respect to a Transfer of Shares pursuant to Section 11.1(b)(ii), no Transfer of Shares pursuant to any provision of this Agreement shall be made unless such

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transferee executes and delivers an Adoption Agreement in substantially the form of Exhibit A prior to or contemporaneously with such Transfer.

(d)The Stockholders agree to use their reasonable best efforts to cause the Company to reflect in each certificate instrument, or book entry representing the Shares that are subject to this Agreement to be notated by the Company with the legend set forth in Section 11.11.

11.2Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

11.3Governing Law.  This Agreement shall be governed by the internal law of the State of Delaware.

11.4Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.5Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

11.6Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after the Business Day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their address as set forth on Schedule A, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 11.6.

11.7Consent Required to Amend, Terminate or Waive.  This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by Stockholders holding two-thirds or more of the Share Voting Power.  Notwithstanding the foregoing:

(a)Schedule A hereto shall be amended by the Shareholders from time to time in accordance to add information regarding additional Stockholders who join in this Agreement pursuant to Section 11.1.

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(b)any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and

The Stockholders approving any amendment, termination or waiver shall give prompt written notice of any such amendment, termination, or waiver hereunder to any party that did not consent in writing thereto.  Any amendment, termination, or waiver effected in accordance with this Section 11.7 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver.  For purposes of this Section 11.7, the requirement of a written instrument may be satisfied in the form of an action by written consent of the Stockholders and executed by the Stockholder parties specified, whether or not such action by written consent makes explicit reference to the terms of this Agreement.

11.8Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

11.9Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

11.10Entire Agreement.  This Agreement (including the Exhibits hereto), constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

11.11Share Certificate Legend.  The Stockholders shall request that the Company notate each certificate, instrument, or book entry representing any Shares with a legend reading substantially as follows:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A STOCKHOLDERS AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT STOCKHOLDERS AGREEMENT, INCLUDING CERTAIN PROVISIONS RELATING TO VOTING AND CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

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The parties to this Agreement do hereby agree that the failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated with the legend required by this Section 11.11 shall not affect the validity or enforcement of this Agreement.

11.12Stock Splits, Stock Dividends, etc.  In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Section 11.11.

11.13Manner of Voting.

(a)The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.  For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

(b)For so long as the Company has a class of securities registered under the 1934 Act, as amended, the rights and obligations of stockholders with respect to the voting of shares and the taking of action by written consent of Stockholders shall be subject to the provisions of the 1934 Act, including the provisions thereof pertaining to the filing and distribution of a Schedule 14C Information Statement.

11.14Further Assurances.  At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

11.15WAIVER OF JURY TRIAL.  EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.  EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

11.16Costs of Enforcement.  If any party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and

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expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

11.17Aggregation of Shares.  All Shares held or acquired by a Stockholder and/or its Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Stockholders Agreement as of the date first written above.

MARKHAM LLC
a Delaware limited liability company
By:	/s/ Venkat Siva
Name:	Venkat Siva
Title:	Vice President and Secretary
OROGEN ENERGY, INC.
a Delaware corporation
By:	/s/ John Dorrier
Name:	John Dorrier
Title:	Chairman and CEO

SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT

RELATING TO GASCO ENERGY, INC. DATED OCTOBER 18, 2013

SCHEDULE A

INVESTORS

Name and Address	Number of Shares Held
Markham LLC c/o McIntyre Partners 30A Brook Street London W1K 5DJ	198,272,095 shares Common Stock 25,000 shares Series D Convertible Preferred Stock
Orogen Energy, Inc. 1 Riverway, Suite 610 Houston, TX 77056	198,272,095 shares Common Stock 25,000 shares Series D Convertible Preferred Stock

EXHIBIT A

ADOPTION AGREEMENT

Reference is hereby made to the Stockholders Agreement, dated as of October 18, 2013, (as amended from time to time, the “Stockholders Agreement”), by and among certain Stockholders of Gasco Energy, Inc., a corporation organized under the laws of Nevada (the “Company”). Pursuant to and in accordance with Section 11.1 of the Stockholders Agreement, the undersigned hereby agrees that upon the execution of this Adoption Agreement, it shall become a party to the Stockholders Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders Agreement as though an original party thereto and shall be deemed to be a Stockholder of the Company for all purposes thereof.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Stockholders Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of [DATE].

[TRANSFEREE STOCKHOLDER]

By:

Name:

Title:

EX-7.(M)

Exhibit 7 (m)

SCHEDULE 13D GROUP FILING AGREEMENT

This SCHEDULE 13D GROUP FILING AGREEMENT (this “Agreement”), is made and entered into as of October 28, 2013, by and among (i) Markham LLC, a Delaware limited liability company (“Markham”), Orogen Energy, Inc., a Delaware corporation (“Orogen”), Zoran Limited, a private limited company organized in the United Kingdom (“Zoran”), Dorrier Equities LP, a Texas limited partnership (“Dorrier Equities”), Dorrier Management Trust, a Texas trust (“DMT”), and (ii) the following persons: Julian McIntyre, the President and a Manager of Markham (“McIntyre”), Yumi Hattori McIntyre an individual affiliated with Markham (“Yumi McIntyre”), Venkat Siva, the Vice President, the Secretary and a Manager of Markham (“Siva”), and John Dorrier (“Dorrier”), an individual affiliated with Orogen (each, for the purposes hereof, an “Indirect Beneficial Owner” and collectively, the “Indirect Beneficial Owners”).  Markham and Orogen are hereinafter sometimes referred to individually as a “Stockholder” and collectively as the “Stockholders”.  Markham, Zoran, McIntyre, Yumi McIntyre and Siva are sometimes referred to as the “Markham Group” and Orogen, Dorrier Equities, DMT and Dorrier, are sometimes referred to as the “Orogen Group”.  The Stockholders and the Indirect Beneficial Owners are sometimes hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”.

RECITALS

A.Markham and Orogen are each stockholders of Gasco Energy, Inc. a Nevada corporation (the “Company”), having a class or classes of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

B.Markham and Orogen are parties to a certain Stockholders Agreement dated October 18, 2013 (as amended, the “Stockholders Agreement”), which provides, among other things, for certain agreements of Markham and Orogen with respect to the voting and the transfer of shares owned or to be owned by the Stockholders;

C.By virtue of certain provisions of the Stockholders Agreement, the Reporting Persons may be deemed a “group” within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated by the Securities and Exchange Commission (the “Commission”) pursuant thereto; and

D.The Reporting Persons desire to set forth their agreement with respect to a joint filing, on behalf of the “group” and each of its members, of an initial statement, on Schedule 13D, and any and all required amendments thereto, with respect to the beneficial ownership of securities of the Company by the group and its members.

E.NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the parties hereto, each intending to be legally bound, hereby agree as follows:

1.Joint Filing of Schedule 13D and Amendments.  Each of the undersigned Reporting Persons agrees to file jointly (or cause the joint filing of, as the case may be), as a “group” within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder (the “Group”), with the Commission and to any national stock exchange on which the equity securities of the Company may then be

listed) and the Company, (i) an initial statement, on Schedule 13D, with respect to the beneficial ownership of securities of the Company by the Group and its members (the “Initial Statement”), by October 28, 2013, and (ii) thereafter, during the term of this Agreement, any and all required amendments to such Initial Statement (individually, an “Amendment” and, collectively, the “Amendments”), as promptly as practicable following the date of the event, occurrence, transaction or other change in the facts stated in the Initial Statement that requires the filing of an amendment thereto, in each case, in accordance with Section 13(d) of the Exchange Act, Rule 13d-2 under the Exchange Act and the other pertinent rules and regulations promulgated by the Commission thereunder.  Each of the undersigned Reporting Persons further agrees that the Initial Statement and any and all Amendments filed with the Commission by or on behalf of the Group comprised of the undersigned Reporting Persons, in respect of the beneficial ownership of equity securities of the Company, shall be deemed to be filed by or on behalf of each of the undersigned Reporting Persons.

2.Representations and Warranties of Stockholder Groups.

2.1Representations and Warranties of the Markham Group.  Each of the undersigned members of the Markham Group hereby represents and warrants in favor of each of the members of the Orogen Group that: (i) the members of the Markham Group are the only persons enumerated by General Instruction C of Schedule 13D that are required to provide the information called for by Items 2 - 6 inclusive of Schedule 13D with respect to the shares to be owned and held by the Markham Group pursuant to the terms and conditions of the Stockholders Agreement; (ii) there are no beneficial owners (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder), direct or indirect, of the shares to be owned and held by the Markham Group subject to the terms of the Stockholders Agreement, other than the persons signatory hereto under the caption “Markham Group” on the signature pages hereof; (iii) such person has reviewed the draft Initial Statement (inclusive of the Exhibit list contained therein) attached hereto as Exhibit A and confirms the accuracy and completeness of the information and documentation with respect to such Reporting Person and his, her or its beneficial interest in any shares contained therein, or referred to therein, as the case may be; and (iv) such person will promptly notify Orogen of the addition of any new member to the Markham Group as signatory to the Stockholders Agreement or the addition of any new beneficial owner (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder), direct or indirect, of shares that become subject to the terms and conditions of the Stockholders Agreement and will use his, her or its best efforts to cause any such new beneficial owner of shares subject to the Stockholders Agreement, irrespective of whether or not such person becomes a signatory to the Stockholders Agreement, to acknowledge his, her or its membership in the Group and to evidence same by executing and delivering a joinder to this Agreement.

2.2Representations  and Warranties of the Orogen Group.  Each of the undersigned members of the Orogen Group hereby represents and warrants in favor of each of the members of the Markham Group that: (i) the members of the Orogen Group are the only persons enumerated by General Instruction C of Schedule 13D that are required to provide the information called for by Items 2 - 6 inclusive of Schedule 13D with respect to the shares owned and to be owned and held by the Orogen Group pursuant to the terms and conditions of the Stockholders Agreement; (ii) there are no beneficial owners (within the meaning of Section

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13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder), direct or indirect, of the shares to be owned and held by the Orogen Group subject to the terms of the Stockholders Agreement, other than the persons signatory hereto under the caption “Orogen Group” on the signature pages hereof; (iii) such person has reviewed the draft Initial Statement (inclusive of the Exhibit list contained therein) attached hereto as Exhibit A and confirms the accuracy and completeness of the information and documentation with respect to such Reporting Person and his, her or its beneficial interest in any shares contained therein, or referred to therein, as the case may be; and (iv) such person will promptly notify Markham of the addition of any new member to the Orogen Group as signatory to the Stockholders Agreement or the addition of any new beneficial owner (within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder), direct or indirect, of shares that become subject to the terms and conditions of the Stockholders Agreement and will use his, her or its best efforts to cause any such new beneficial owner of shares subject to the Stockholders Agreement, irrespective of whether or not such person becomes a signatory to the Stockholders Agreement, to acknowledge his, her or its membership in the Group and to evidence same by executing and delivering a joinder to this Agreement.

3.Provision of Information; Notification of Material Changes.

3.1Provision and Review of Information.  Each of the undersigned Reporting Persons agrees promptly to: (i) provide to each of the other signatories to this Agreement, any and all information and documents with respect to such Reporting Person and his, her or its direct or indirect beneficial ownership of shares as may be reasonably requested by such person in connection with the preparation of the Initial Statement or any Amendment thereto; (ii) review for accuracy and completeness any information or documentation with respect to such Reporting Person and his, her or its beneficial interest in any shares contained in any draft of any Initial Statement or Amendment (inclusive of any schedules or exhibits thereto) submitted to such person for review and comment and provide any corrections or additions to the information or documentation contained therein as shall be necessary to ensure the accuracy and completeness thereof; (iii) review for accuracy and completeness, and for purposes of providing any information or documentation required to be contained in any Amendment required as a result of any subsequent material change to the facts set forth therein, any Initial Statement or Amendment that is filed with the Commission and a copy of which is distributed to such person; and (iv) inform each of the other signatories to this Agreement, of any material change in the facts set forth in the Initial Statement or any Amendment of which the Reporting Person becomes aware and provide and other signatories to this Agreement any and all information and documentation in connection therewith as is in the possession of such person for purposes of facilitating the preparation and filing of any required Amendment in connection therewith.

3.2Changes in Material Facts.  By way of example, and not by limitation, for purposes of this Agreement, a change in material facts shall include (i) an acquisition or disposition of any shares or other transaction with respect to any shares (inclusive of a grant to any person of the right to receive or the power to direct the receipt of dividends from, or the proceeds of sale of, such securities) or any event or occurrence which causes any Reporting Person to cease to be the beneficial owner of shares or member of the Group, (ii) any new contracts, arrangements, understandings or relationships (legal or otherwise) among any of the Reporting Persons or between any of such Reporting Persons and any other person with respect

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to any securities of the Company (including, without limitation, those relating to the transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, pledge of securities or any other arrangement involving a contingency the occurrence of which would give another person voting power or investment power over such securities), or any amendment or termination of any such contract, arrangement, understanding or relationship disclosed in the Initial Statement or any Amendment; (iii) the purpose or purposes of the acquisition of any additional shares (and the source and amount of funds therefor, including disclosure of any financing arrangements), or any change in intent with respect to the ownership of shares, or any plans or proposals that relate to or would result in:

(a)the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company;

(b)an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(c)a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;

(d)any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)any material change in the present capitalization or dividend policy of the Company;

(f)any other material change in the Company’s business or corporate structure;

(g)changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

(h)causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j)any action similar to any of those enumerated above;

or (iv) a change in any of the following:

(a)the identity of any control person(s) of any Reporting Person,

(b)the business address of any Reporting Person,

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(c)the principal occupation or employment (with respect to any natural person) or business (with respect to any entity) of any Reporting Person,

(d)the citizenship of any Reporting Person, or

(e)whether any Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

4.Termination.  This Agreement shall terminate upon the earlier to occur of (i) the termination of the Stockholders Agreement, (ii) the date that the Group ceases to beneficially own, within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder, at least five percent (5%) of the voting securities of the Company or (iii) the date the Company ceases to have a class of securities registered under the Exchange Act; provided, however, that notwithstanding the foregoing, the provisions of this Agreement shall remain in full force and effect until any required final Amendment shall have been filed with the Commission to reflect the termination of the Group’s filing obligations under Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder.  In addition, this Agreement shall terminate as to any Reporting Person on the date that such Stockholder (or with respect to any Indirect Beneficial Owner, the date that the Stockholder through whom he, she or it has an indirect beneficial interest in the securities of the Company) ceases to be a party to, or in any manner subject to the obligations or entitled to the benefits of, the Stockholders Agreement; provided, however, that notwithstanding the foregoing, the provisions of this Agreement shall remain in full force and effect with respect to such Reporting Person until any required Amendment shall have been filed with the Commission to reflect that such Reporting Person is no longer a member of the Group.

5.Certain Definitions and Interpretations.

5.1Definitions.  As used herein the following terms shall have the meanings set forth below:

(a)The term “affiliate” means, with respect to any person, any other person that directly or indirectly controls or is controlled by or is under common control with such person.

(b)The term “control” as used herein shall have the meaning specified in Rule 405 promulgated by the Commission under the Securities Act of 1933, as amended.

(c)The term “Indirect Beneficial Owner” as used herein shall include, in addition to each control person of the original Stockholders signatory to the Stockholders Agreement, each of whom is also an original signatory to this Agreement, any control person of any transferee of any Stockholder that is required to execute and deliver an Adoption Agreement pursuant to Section 11.1 of the Stockholders Agreement, any transferee of or successor to any Indirect Beneficial Owner with respect to any indirect

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beneficial interest in any shares and any person who hereinafter becomes a control person of any Reporting Person, in each respect, only so long as such person is a beneficial owner, within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder, of any shares that are subject to the terms of the Stockholders Agreement.

(d)The term “party” or “party to this Agreement” as used herein shall mean (i) any person signatory to this Agreement, (ii) any transferee of any shares owned by any Stockholder that is required to execute and deliver an Adoption Agreement pursuant to Section 11.1 of the Stockholders Agreement in connection with its acquisition of shares, (iii) any control person of any such transferee that would be deemed the indirect beneficial owner, within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder, of any such shares acquired by such transferee and (iv) any transferee of or successor to any Indirect Beneficial Owner with respect to any indirect beneficial interest in any shares and any person who hereafter becomes a control person of any Reporting Person.

(e)The term “person” as used herein means any individual, corporation, company, partnership, joint venture, trust, association, unincorporated organization, or other entity or group.

(f)The term “shares” as used herein shall be deemed to refer to all the shares of the Common Stock of the Company owned by the Stockholders or any Indirect Beneficial Owner at the time of execution of this Agreement; any additional shares of the Common Stock of the Company hereafter acquired by any Stockholder or any Indirect Beneficial Owner; any shares of the Common Stock of the Company hereafter issued in exchange therefor by way of reclassification of shares, merger, consolidation, reorganization, recapitalization or otherwise; any additional shares issued to the respective Stockholders or any Indirect Beneficial Owner by reason of stock dividends, share distributions, increases in the outstanding shares; and (unless the context does not permit such interpretation) any shares of the Common Stock of the Company issuable to any Stockholder or any Indirect Beneficial Owner upon exercise of options, warrants, rights, and conversion rights or privileges including, without limitation, upon conversion of shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share.

(g)The term “Stockholder” as used herein shall include, in addition to the original signatories to the Stockholders Agreement, each of whom is also a signatory to this Agreement, any transferee of any Stockholder that is required to sign (and signs) an Adoption Agreement pursuant to Section 10.1 of the Stockholders Agreement, in each respect, only so long as such person holds shares.

5.2Interpretations.  Titles appearing at the beginning of any of sections or subsections hereof are for convenience only and shall not constitute part of such sections or subsections and shall be disregarded in construing the language contained in such subdivisions.  The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly

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so limited.  Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.  The word “or” is not exclusive.  The word “including” means “including, without limitation.”  Unless the context otherwise requires or unless otherwise provided herein, the terms defined in this Agreement which refer to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.  No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

6.Merger of the Company.  In the event of the merger of the Company with and into any other corporation in which the Company’s shares are converted into the equity securities of the surviving entity which equity securities are registered with the Commission pursuant to the Exchange Act, this Agreement shall continue in effect and thereafter any references in this Agreement to the Company shall refer to the surviving corporation pursuant to such merger.

7.Binding Effect; Successors and Assigns.  This Agreement shall inure to the benefit of and shall bind the parties hereto and their respective heirs, personal representatives, successors and permitted assigns.  The provisions of this Agreement shall be binding upon (i) transferees of Stockholders who are required to sign an Adoption Agreement pursuant to Section 10.1 of the Stockholders Agreement), (ii) any control person of any such transferee that would be deemed the indirect beneficial owner, within the meaning of Section 13(d) of the Exchange Act and the rules and regulations promulgated by the Commission thereunder, of any such shares acquired by such transferee, (iii) transferees of Indirect Beneficial Owners with respect to any indirect beneficial ownership of any shares, (iv) any person who hereinafter becomes a control person of any Reporting Person (each, a “New Reporting Person”).  No Reporting Person signatory hereto shall transfer any direct or indirect beneficial interest in any shares to any person that is not a signatory to this Agreement (other than any transfer of shares by any Stockholder to a Third Party Purchaser in compliance with the Stockholders Agreement, and no person shall hereafter become a control person of any Reporting Person, unless said person shall execute a joinder to this Agreement and agree to be bound hereby.  Upon execution of any such joinder, said new Reporting Person shall be deemed to be a party hereto subject to the obligations created hereby.

8.Further Assurances.  The parties agree to make, execute and deliver any and all agreements, instruments and documents, and to do any and all other acts, deeds and things, which may be necessary or advisable to carry out the provisions of this Agreement or to effectuate the intent and purpose thereof.

9.Notices.  Any and all notices, designations, consents, offers, acceptances or other communications provided for herein shall be given in writing by certified or registered mail, facsimile, Federal Express, Express Mail, or personal delivery against written receipt addressed, transmitted or delivered, to the respective addresses of the parties set forth on the signature pages hereto, or to such other address as may be designated by any of them in a notice given to the other parties hereto.  Each such notice shall be deemed given at the time it is received by the addressee.

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10.Amendment.  This Agreement supersedes and cancels all prior agreements and understandings among the parties hereto, and contains all of the terms and conditions agreed upon by the parties, with respect to the subject matter hereof, and none of the parties shall be bound by any representations, warranties, covenants or conditions with respect thereto not expressly set forth herein.  No modification of this Agreement shall be binding or given effect unless the same shall be in writing and signed by all of the persons who are then Reporting Persons.

11.Waiver.  Any failure by a party hereto to comply with any obligation, agreement or condition herein may be expressly waived in writing by each of the other parties hereto, but such waiver or failure to insist upon strict compliance with such obligation, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any such subsequent or other failure.

12.Counterparts.  This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date and year first above written.

	MARKHAM GROUP:
c/o McIntyre Partners	MARKHAM LLC
30A Brook Street
London W1K 5DJ
	By:	/s/ Julian McIntyre
	Name:		Julian McIntyre
	Title:		President and Manager
c/o McIntyre Partners	ZORAN LIMITED
30A Brook Street
London W1K 5DJ
	By:	/s/ Venkat Siva
	Name:		Venkat Siva
	Title:		Director
c/o McIntyre Partners	/s/ Julian McIntyre
30A Brook Street	JULIAN MCINTYRE
London W1K 5DJ
c/o McIntyre Partners	/s/ Yumi Hattori McIntyre
30A Brook Street	YUMI HATTORI MCINTYRE
London W1K 5DJ
c/o McIntyre Partners	/s/ Venkat Siva
30A Brook Street	VENKAT SIVA
London W1K 5DJ

[SIGNATURE PAGE 1 OF 2 TO SCHEDULE 13D GROUP FILING AGREEMENT]

	OROGEN GROUP:
1 Riverway, Suite 610	OROGEN ENERGY, INC.
Houston, Texas 77056
	By:	/s/ John Dorrier
	Name:		John Dorrier
	Title:		Chairman and CEO
1 Riverway, Suite 610	DORRIER EQUITIES, LP
Houston, Texas 77056
		By: Dorrier Management Trust,
		its general partner
		By:		/s/ John Dorrier
		Name:			John Dorrier
		Title:			Sole Trustee
1 Riverway, Suite 610	DORRIER MANAGEMENT TRUST
Houston, Texas 77056
		By:		/s/ John Dorrier
		Name:			John Dorrier
		Title:			Sole Trustee
1 Riverway, Suite 610	/s/ John Dorrier
Houston, Texas 77056	JOHN DORRIER

[SIGNATURE PAGE 2 OF 2 TO SCHEDULE 13D GROUP FILING AGREEMENT]